"  ,S08 


I 


THE 


GENERAL  CORPORATION  LAW 


OF 


PENNSYLVANIA, 

Approved  29  April,  1874, 


AXD 


SUPPLEMENTARY     ACTS, 


WITH 

NOTES,   FORMS   AND   INDEX, 

BY 

ANGELO    T.    FREEDLEY, 

Of  the  Philadelphia  Bar. 


PHILADELPHIA: 
T.  &  J.  W.  JOHNSON  &  CO.,  LAW  BOOKSELLERS, 

535     CHESTNUT     STREET. 

1882. 


Entered  according  to  Act  of  Congress  in  the  year  l882,  by 

T.  &  J.  W.  Johnson  &  < 

In  the  Office  of  the  Librarian  of  Cong! 


«J 


vV 


^ 


v\ 


W.  H.  PILE  A  SONS,  PRINTERS. 


PREFACE. 


This  work  is  an  attempt  to  supply  what  is  deemed  to  be  an  existing 
want. 

A\  ith  a  view  to  methodical  arrangement,  the  general  and  special 
statutes  have  been  separately  classed,  and  in  the  endeavor  to  render 
the  work  complete,  all  recent  corporate  laws  with  the  decisions  thereon 
have  been  inserted,  as  also  a  reference  to  the  revenue  acts ;  subjects 
cognate  to  the  general  purpose  have  also  been  somewhat  fully  an- 
notated. 

The  notes,  which  have  naturally  been  the  most  laborious  part, 
contain,  it  is  believed,  most  if  not  all  the  cases  bearing  upon  the 
various  sections. 

As  the  work  is  mainly  local,  the  familiar  style  of  citing  the  reports 
has  been  used,  and  to  ensure  accuracy  every  citation,  both  of  statutes 
and  cases,  has  been  verified  in  type.  Care  has  also  been  taken  to 
make  the  statutes  an  exact  transcript  of  the  Pamphlet  Laws,  both  as 
to  phraseology  and  punctuation. 

The  opinions  of  the  respective  Attorneys-General  of  this  State  upon 
applications  for  charters  have  all  been  examined,  and  such  of  them 
as  possess  special  interest  have  been  referred  to  under  the  title  O.  A. 
G.,  [Opiniou  Attorney  General]  together  with  the  date.  My  thanks 
are  due  to  Hon.  Lyman  D.  Gilbert,  Deputy  Attorney-General, 
and  to  the  Officers  of  the  Department  of  The  Secretary  of  the 
Commonwealth  for  their  kind  assistance  in  this  regard. 

A.  T.  F. 

710  Walnut  Street. 
Philadelphia,  January,  1882. 


THE 


GENERAL  CORPORATION  LAW 


OF 


PENNSYLVANIA, 

(Approved  29th  April,  1874,) 

AND     SUPPLEMENTARY    ACTS. 


General  Provisions. 
Section  1.     Corporate  Powers. 

2.  Classes  of  Corporations. 

Corporations  for  Profit. 

When  entitled  to  hold  Keal  Estate. 

Corporations  not  for  Profit. 

3.  Mode  of  Incorporation. 

Certificates  for  first  Class. 

Certificates  for  second  Class. 

How  Foreign  Corporations  may  become  Domestic. 

4.  Length  of  Grant — Power  to  Revoke. 

5.  By-Laws. 

6.  Officers  and  their  Duties. 

Vacancies  in  Office. 

7.  Quorum  of  Stockholders. 

8.  Certificates  of  Stock  and  Transfers. 

9.  Oath  of  Officer  holding  Election. 

10.  Cumulative  Voting. 

11.  Capital  Stock — Subscriptions  to. 

Transfer  of  Shares. 
Calls — Assessment. 

12.  Power  to  Mortgage. 

Equity  Jurisdiction  in  Mortgages. 

13.  Liability  of  Stockholders. 

Actions  to  Enforce. 
Service  of  Process. 

14.  Preferred  Stock. 

15.  Property  taken  for  Stock. 

16.  Deferred  Stock. 


Q  GENERAL   CORPORATION 

Section   17.     Increase  of  Capital  Stock  or  Indebtedness. 
Meeting  of  Stockholders. 
Election. 
Voting. 
Eeturn  of  Election. 

18.  Seduction  of  Capital  Stock. 

19.  Construction  of  Grant  of  Power. 

20.  Time  for  Commencing  and  Completing  Works. 

21.  Return  to  Auditor  General. 

22.  Acceptance  by  Existing  Corporations. 

23.  Re-Chartering  Existing  Corporations. 

24.  Assessment  of  Damages. 

Appointment  of  Viewers. 
Tender  of  Security. 
Appeals. 

25.  Amendments  to  Charter. 

26.  Bonus  to  be  Paid. 

Special  Provisions — Companies  for 

27.  Insurance  of — 

Domestic  Animals. 
Life  and  Accidents. 
Real  Estate  Titles. 

28.  Roads. 

29.  Ferries,  Wharves  and  Bridges. 

30.  Telegraphs. 

31.  Water,  Gas,  Light  or  Heat. 

32.  Real  Estate. 

33.  Safe  Deposits. 

34.  Building  and  Loan  Associations. 

35.  Iron  and  Steel. 

36.  Mechanical,  Mining,  Quarrying,  Manufacturing,  Trading,  and 

other  Companies  included  in  \  2,  Article  XVIII. 

37.  Inclined  Plane  Railways. 

38.  List  of  Charters  to  be  Published. 

39.  Repeal  of  Prior  Acts. 

40.  Dissolution  of  Corporations. 

41.  Taxation  of  Corporations. 


1.  General  Powers.1 — Corporations  may  be  formed  under  the 
provisions  of  this  act  by  the  voluntary  association  of  five  or  more 
persons,  for  the  purposes,  and  in  the  manner  mentioned  herein,  and 
when  so  formed,  each  of  them  by  virtue  of  its  existence  as  such, 
shall  have  the  following  powers,  unless  otherwise  specially  provided : 

1  Act  29  April  1874,  \  1 ;  P.  L.  73. 


LAWS    OF    PENNSYLVANIA.  7 

First.  To  have  succession  by  its  corporate  name  for  the  period 
limited  by  its  charter,  and  when  no  period  is  limited  thereby,  or  by 
this  act,  perpetually,  subject  to  the  power  of  the  general  assembly, 
under  the  constitution  of  this  commonwealth. 

Second.     To  maintain  and  defend  judicial  proceedings. 

Third.  To  make  and  use  a  common  seal1  and  alter  the  same 
at  pleasure. 

Fourth.  To  hold,  purchase  and  transfer  such  real  and  personal 
property  as  the  purposes  of  the  corporation  require,  not  exceeding  the 
amount  limited  by  its  charter  or  by  law.2 

Fifth.  To  appoint  and  remove  such  subordinate  officers  and  agents 
as  the  business  of  the  corporation  requires,  and  to  allow  them  a  suit- 
able compensation. 

1  The  presence  of  the  seal  is  prima  facie  evidence  that  the  corporation  duly 
authorized  the  contract ;  Berks  Turnpike  v.  Myers,  6  S.  &  E.  16 ;  Parkinson  v.  The 
City,  4  X orris,  313:  and  that  it  was  affixed  by  competent  authority;  St.  John's 
Church  v.  Steinmetz,  6  Harris,  273 ;  .Solomon's  Lodge,  58  Georgia,  547  ;  Morris  v. 
Keil,  20  Minn.,  531 ;  Conine  v.  Eailroad  Co.,  3  Houston,  288. 

2  By  Act  of  8  April,  1881,  [P.  L.  9]  it  is  provided  :  "  Where  any  conveyances 
of  real  estate  in  this  commonwealth  have  been  made  by  any  alien,  or  any  foreign 
corporation,  or  corporations  of  another,  or  of  this  state,  to  any  citizen  of  the  United 
States,  or  to  any  corporation  chartered  under  the  laws  of  this  commonwealth,  and 
authorized  to  hold  real  estate,  before  any  inquisition  shall  have  been  taken  against 
the  real  estate  so  held  to  escheat  the  same,  such  citizen  or  corporation,  grantee  as 
aforesaid,  shall  hold  and  may  convey  such  title  and  estate  indefeasibly  as  to  any 
right  of  escheat  in  this  commonwealth,  by  reason  of  such  real  estate  having  been 
held  by  an  alien,  or  corporation  not  authorized  to  hold  the  same  by  the  laws  of 
this  commonwealth." 

And  the  Act  of  8  June,  1881,  [P.  L.  69]  provides  as  follows : 

\  1.  When  copy  of  minutes  to  be  evidence. — "  Wherever  any  corporation 
may  have  sold,  let  or  mortgaged,  or  may  hereafter  sell,  let  or  mortgage,  any 
of  its  corporate  property,  real  or  personal,  or  its  franchises,  a  copy  of  the 
minutes  of  any  meeting  of  the  stockholders  or  directors  of  such  corporation, 
authorizing  or  directing  any  such  sale,  letting  or  mortgaging,  proven  by 
oath  or  affirmation  of  the  secretary,  or  other  proper  custodian  of  such  minutes, 
to  be  a  full  and  true  copy  of  the  minutes  of  such  meeting,  so  far  as  relates  to  any 
such  sale,  letting  or  mortgaging,  shall  be  prima  facie  evidence  of  the  matters  therein 
set  forth  in  any  case  in  which  the  original  minutes,  if  duly  proven,  would  be  evidence 
in  any  judicial  proceeding,  relating  to  such  property  or  "franchises  ;  and  such  copy, 
so  probated  before  any  officer  authorized  to  take  probate  or  acknowledgment  of 
deeds  for  the  purpose  of  record  in  this  commonwealth,  may  be  recorded  in  the 
office  for  recording  deeds,  in  the  proper  county,  in  like  manner,  and  with  like  effect, 
as  other  instruments  of  writing,  relating  to  real  estate  in  such  county  may  be  re- 
corded. 

\  2.  Evidence  after  dissolution. — Whenever  any  such  corporation,  after  hav- 
ing sold,  let  or  mortgaged  any  estate,  real  or  personal,  or  franchises,  may  have  been, 
or  may  hereafter  be,  dissolved  in  pursuance  of  law,  such  probate  may  be  made  by  the 
secretary  who  kept  or  recorded  such  minutes,  or  by  any  other  ex-officer  of  such  dis- 
solved corporation  having  the  actual  custody  of  said  original  minutes,  and  the  aver- 
ment of  such  facts  in  the  probate  shall  be  prima  facie  evidence  thereof. 

?  3.  When  informality  not  to  invalidate  transfers. — In  case  of  any  duly 
authorized  sale,  letting  or  mortgaging  by  a  corporation,  the  same  shall  not  be  in- 
validated by  any  informality  in  the  execution  or  acknowledgment  of  any  convey- 
ance, mortgage  or  other  instrument  by  any  officer  of  such  corporation  for  carrying 
the  same  into  effect :  Provided,  That  no  defect  in  substance  shall  be  deemed  to  be 
cured  herebv." 


g  GENERAL   CORPORATION 

Sixth  To  make  by-laws  not  inconsistent  with  law,  for  the 
management  of  its   property,  the    regulation  of  its  affairs  and   the 

transfer  of  its  stock.  _ 

Seventh.     To  enter  into  any  obligation  necessary  to  the  transaction 

of  its  ordinary  affairs. 

2  Classes.1— The  purposes  for  which  the  said  corporations  may 
be  formed  shall  be  as  follows,2  and  shall  be  divided  into  two 
classes : 

First  Class — Corporations  not  for  Profit. 

The  first  class  those  for — 

I.  The  support  of  public  worship.3 

II.  The  support  of  any  benevolent,  charitable,  educational  or 
missionarv  undertaking. 

III.  The  support  of  any  literary,  medical,  or  scientific  undertak- 
ing, library  association  or  the  promotion  of  music,  painting  or  other 
fine  arts. 

IV.  The  encouragement  of  agriculture  and  horticulture. 

V.  The  maintenance  of  public  or  private  parks,  and  of  facili- 
ties for  skating,  boating,  trotting  and  other  innocent  or  athletic 
sports,  including  clubs  for  such  purposes,  and  for  the  preservation  of 
game  and  fish. 

VI.  The  maintenance  of  a  club  for  social  enjoyments. 

VII.  The  maintenance  of  a  public  or  private  cemetery.4 

VIII.  The  erection  of  halls  for  public  or  private  purposes. 

IX.  The  maintenance  of  a  society  for  beneficial  or  protective 
purposes  to  its  members  from  funds  collected  therein.5 

X.  The  support  of  fire  engine,  hook  and  ladder,  hose  or  other 
companies  for  the  control  of  fire. 

XI.  For  the  encouragement  and  protection  of  trade  and  com- 
merce. 

XII.  For  the  formation  and  maintenance  of  military  organiza- 
tions. 

Each  of  said  corporations  may  hold  real  estate  to  an  amount  the 

1  Act  29  April,  1874,  as  amended  by  Act  17  April,  1876,  §2;  P.  L.  30. 

2  The  Constitution  of  Pennsylvania  (Art.  XVI.  §  6,)  provides,  "No  corpora- 
tion shall  engage  in  any  business  other  than  that  expressly  authorized  in  its 
charter." 

3  In  re  Church  of  the  Holy  Communion,  37  Leg.  Int.,  194,  an  application  for  a 
charter  exceeded  the  letter  of  the  statute  in  desiring  incorporation  according  to  the 
doctrines  of  a  particular  sect,  but  this  was  held  to  be  immaterial,  as  the  prior  Act 
of  13  October,  1840,  \  13  [P.  L.  5]  as  to  such  corporations,  was  still  in  force. 

4  By  Act  14  May,  1874  [P.  L.  165]  cemetery  companies  not  organized  for  cor- 
porate profit,  may  act  as  trustees  of  donations  for  the  improvement  of  the  cemetery. 

5  Marriage  benefit  associations  are  not  beneficial  associations  within  the  statute  ; 
Re  Quaker  City  Ass'n,  10  Weekly  Notes  Cas.,  467. 


LAWS    OF    PENNSYLVANIA.  V 

clear  yearly  value  or  income  whereof  shall  not  exceed  twenty  thous- 
and dollars.1 

When  Purchases  of  Real  Estate  Authorized.2 — In  all  cases 
of  hospitals,  schools,  charitable,  literary  and  religious  institutions 
of  all  kinds,  prohibited  by  their  respective  charters  or  by  law  from 
holding  real  estate,  or  limited  as  to  the  amount  thereof,  the  said 
prohibition  or  limitation  shall  not  be  taken  to  extend  to  purchases 
made  by  corporations  such  as  aforesaid,  at  sheriffs',  masters'  or  mar- 
shals' sales  of  real  estate,  on  which  the  party  purchasing  may  hold  a 
mortgage,  judgment  or  ground  rent,  when  such  purchases  are  made 
to  protect  their  respective  interests ;  and  that  deeds  made  to  them  re- 
spectively as  such  purchasers,  by  sheriffs,  masters  or  marshals  mak- 
ing the  sales,  shall  convey  to  the  said  purchasers  respectively  a  good 
and  indefeasible  title  to  any  and  all  real  estate  so  purchased,  as  if  no 
prohibition  or  limitation  as  to  the  purchase  of  real  estate  existed  in 
their  respective  charters  or  in  the  law  :  Provided,  That  all  real  es- 
tate bought  by  any  corporations  such  as  aforesaid  under  the  provi- 
sions of  this  act,  in  excess  of  the  quantity  they  are  allowed  by  law  or 
their  respective  charters  to  hold,  shall  be  sold  by  said  corporations 
either  on  ground  rent  or  otherwise  within  ten  years  from  the  pur- 
chase so  made  as  aforesaid. 

Second  Class — Corporations  for  Profit.3 

The  second  class  those  for4 — 

I.  The  insurance  of  the  lives  of  domestic  animals.5 

II.  The  insurance  of  human  beings  against  death,  sickness  or 
personal  injury.6 

III.  The  prevention  and  punishment  of  theft  or  wilful  in- 
juries to  property  and  insurance  against  such  risks. 

IV.  The  construction  and  maintenance  of  any  species  of  road 
other  than  a  railroad  and  of  bridges  in  connection  therewith. 

1  See  Act  8  April,  1881  [P.  L.  9]  quoted  supra  p.  7,  n.  2 ;  The  Constitution  of 
Pennsylvania  (Art.  XVI.  \  6)  provides,  "  No  corporation  *  *  *  shall  take  or 
hold  any  real  estate  except  such  as  may  he  necessary  and  proper  for  its  legitimate 
business." 

2  Act  13  May,  1879  ;  P.  L.  60. 

3  Act  29  April,  1874,  as  amended  by  Act  17  April,  1876,  \  2 ;  P  L.  30. 

4  The  application  must  only  include  one  of  these  classes ;  if  it  combine  two 
or  more,  the  application  will  be  rejected  ;  O.  A.  G.,  Jan.  24,  1877  ;  Id.  April,  1877  ; 
Id.  Mav  24,  1877 ;  in  re  Parker  Elevator  Co.,  O.  A.  G.,  Sept.  8,  1877  ;  O.  A.  G. 
March  44,  1878. 

5  Repealed  by  Act  1  May,  1876,  \  1,  cl.  4  and  \  57  [P.  L.  53]  excepting  un- 
der \  54  of  the  said  Act,  associations  issuing  policies  not  containing  a  guaranteed 
sum  of  insurance. 

6  Repealed  by  Act  of  1  May,  1876,  \  1,  cl.  3  and  \  57  [P.  L.  53]  excepting 
under  \  54  of  the  said  Act,  beneficial  associations  providing  aid  to  the  families  of 
deceased  members,  and  associations  issuing  policies  not  containing  a  guaranteed 
sum  of  insurance. 


10  GENERAL    CORPORATION 

V.  The  construction  and  maintenance  of  a  bridge  over  streams 

within  this  state. 

VI.  The  construction  and  maintenance  of  a  telegraph  line. 
VI^.     Constructing,  maintaining  and  leasing  lines  of  telegraph 

for  the  private  use  of  individuals,  firms,  corporations,  municipal 
and  otherwise  for  general  business,  and  for  police,  fire  alarm  or  mes- 
senger business,  or  for  the  transaction  of  any  business  in  which  elec- 
tricity over  or  through  wires  may  be  applied  to  any  useful  purpose.1 

VII.  The  establishment  and  maintenance  of  a  ferry.2 

VIII.  The  building  of  ships,  vessels  or  boats,  and  carriage  of 
persons  and  property  therein. 

IX.  The  supply  of  water  to  the  public. 

X.  The  supply  of  ice  to  the  public. 

XL  The  manufacture  and  supply  of  gas,  or  the  supply  of  light 
or  heat  to  the  public  by  any  other  means. 

XII.  The  transaction  of  a  printing  and  publishing  business. 

XIII.  The  establishment  and  maintenance  of  an  hotel  and  drove- 
yard  or  boarding-house,  opera  and  market  house,  livery  or  boarding 
stable,  or  either. 

XIV.  The  creating,  purchasing,  holding  and  selling  of  patent 
rights  for  inventions  and  designs,  with  the  right  to  issue  license  for 
the  same  and  receive^pay  therefor. 

XV.  Building  and  loan  associations. 

XVI.  Associations  for  the  purchase  and  sale  of  real  estate  or  for 
holding,  leasing  and  selling  real  estate,  for  maintaining  or  erecting  walls 
or  banks  for  the  protection  of  low  lying  lands,  and  for  safe  deposit 
companies. 

XVII.  The  manufacture  of  iron  or  steel,  or  both,  or  of  any 
other  metal,  or  of  any  article  of  commerce  from  metal  or  wood,  or 
both. 

XVIII.  The  carrying  on  of  any  mechanical,  mining,  quar- 
rying or  manufacturing  business,3  including  all  of  the  purposes  cover- 
ed by  the  provisions  of  the  act  of  the  general  assembly,  entitled 
"An  act  to  encourage  manufacturing  operations  in  this  common- 
wealth," approved  April  seventh,  one  thousand  eight  hundred  and 
forty-nine,4  and  entitled  "  An  act  relating  to  corporations  for  me- 
chanical, manufacturing,  mining  and  quarrying  purposes,"  approved 
July  eighteenth,  one  thousand  eight  hundred  and  sixty-three,8  and 
the  several  supplements  to  each  of  said  acts,  including  the  incorpora- 
tion of  grain  elevator,  storage  warehouse  and  storage  yard  companies, 
and  also  including  the  storage  and  transportation  of  water,  with  the 

1  Act  1  May,  1876  ;  P.  L.  90. 

2  Act  29  April,  1874,  as  amended  by  Act  17  April,  1876,  §  2;  P.  L.  31. 

3  Act  10  April,  1879  ;  P.  L.  20. 

4  P.  L.  563. 

5  P.  L.  (1864),  p.  1102. 


LAWS    OF    PENNSYLVANIA.  11 

right  to  take  rivulets  and  land  and  erect  reservoirs  for  holding  water, 
and  also  including  the  manufacture  and  brewing  of  malt  liquors,  but 
excluding  the  distilling  and  manufacturing  of  spirituous  liquors. 

XIX.  The  insurance  of  owners  of  real  estate,  mortgages  and 
others  interested  in  real  estate,  from  loss  by  reason  of  defective  titles, 
liens  and  incumbrances.1 

XX.  The  re-chartering  of  corporations  of  either  of  these  classes, 
the  charters  whereof  are  about  to  expire. 

XXI.  The  construction  and  maintenance  of  a  wharf  or  wharves, 
for  public  and  private  use,  and  the  maintenance  of  any  unincorpo- 
rated wharf  or  wharves  already  constructed. 

XXII.  The  construction,  erection  and  maintenance  of  observa- 
tories for  public  use  or  scientific  purposes. 

XXIII.  The  formation  and  operation  of  stage  and  omnibus  lines. 

XXIV.  The  formation  and  operation  of  inclined  planes  for  the 
transportation  of  passengers  and  freight.2 


3.  Mode  of  Incorporation.3 — The  charter  of  an  intended  cor- 
poration must  be  subscribed  by  five  or  more  persons,4  three  of  whom 
at  least  must  be  citizens  of  this  commonwealth,5  and  shall  set 
forth6— 

1  Act  29  April,  1874,  as  amended  by  Act  17  April,  1876,  §2;  P.  L.  31.  This 
clause  is  not  repealed  by  the  Act  of  1  May,  1876,  [P.  L.  53]  as  the  latter  statute  does 
not  provide  for  this  species  of  insurance,  and  \  57  thereof  permits  organization  un- 
der any  prior  Act  when  such  organization  is  not  provided  for  by  the  Act  of  1876; 
O.  A.  G.  June  9,  1880;  Id.  August  11,  1881. 

2  In  addition  to  the  above,  various  statutes  have  since  been  passed  vyith  refer- 
ence to  corporations  excluded  from  the  Act  of  1874  and  its  supplements,  viz. : 

Insurance  Companies;  Act  1  May,  1876,  P.  L.  53;  Act  29  June,  1881,  P.  L. 
121. 

Banks;  Act  13  May,  1876,  P.  L.  161;  Act  4  June,  1879,  P.  L.  94;  Act  11  June 
1879,  P.  L.  133. 

Pipe  Lines  and  Oil  Storage  Companies;  Act  22  May,  1878,  P.  L.  104. 

Street  Eailwav  Companies  in  cities  of  second  and  third  class  ;  Act  19  March, 
1879,  P.  L.  9  ;  Act  2  June,  1881,  P.  L.  39. 

3  Act  29  April,  1874,  \  3 ;  P.  L.  75. 

4  Strict  compliance  with  the  provisions  of  this  section  is  essential ;  Evangeli- 
cal Lutheran  Congregation,  6  Phila.  Eep.  64 ;  In  re  Phila.  Artisans'  Institute,  8  Id. 
229;  1  Leg.  Gaz.  Eep.  104;  Charter  of  Eed  Men's  Mutual  Eelief  Association,  10 
Phila.  Eep.  546 ;  5  Pitts,  L.  J.  [N.  S.]  4.  If  but  five  subscribe  and  one  be  under 
disability  the  application  will  be  rejected  ;  O.  A.  G.  Nov.  6,  1879. 

5  This  fact  should  appear  by  petition  or  affidavit;  In  re  Enterprise  Mutual 
Benefit  Association,  10  Phila.  Eep.  380;  32  Leg.  Int.  82;  O.  A.  G.  March  8,  187,. 

6  The  charter  should  be  engrossed  upon  a  single  sheet  of  paper  or  parchment 
without  interlineations;  The  Alexander  Presbyterian  Church  of  Philadelphia,  ii 


22  GENERAL    CORPORATION 

Contents  of  Certificate. 

I.  The  name  of  the  corporation. 

II.  The  purpose  for  which  it  is  formed.2 

III.  The  place  or  places  where  its  business  is  to  be  transacted. 

IV.  The  term  for  which  it  is  to  exist.4 

V.  The  names  and  residences  of  the  subscribers  and  the  number 
of  shares  subscribed  by  each.  , 

VI.  The  number  of  its  directors  and  the  names  and  residences 
of  those  who  are  chosen  directors  for  the  first  year. ' 

VII.  The  amount  of  its  capital  stock,  if  any,  and  the  number 
and  par  value  of  shares  into  which  it  is  divided.6 

1  Which  should  be  distinct  from  that  of  any  existing  corporation ;  First  Pres- 
byterian  Church  of  Harrisburg,  2  Grant's  Cas.  240.  In  re  Baptist  Church,  b  Ha/.. 
Pa  Ke°-  226  ;  S.  C.  1  Id.  75,  a  majority  of  the  court  are  reported  as  saying,  Inere 
is  nothing  in  the  adoption  of  a  name  which  is  borne  by  another  which  infracts 
any  known  law ; "  but  the  application  there  was  to  vacate  the  approval  of  a  charter, 
and  the  previously  existing  body  had  never  been  incorporated. 

2  The  purposes  must  be  so  specifically  defined  as  to  clearly  come  within  the 
meaning  of  the  act  and  afford  full  information  to  co-associates;  The  National  Lit- 
erary Association,  6  Casey,  150  ;  In  re  Deveaux,  54  Geo.  673  ;  and  charters  for  enu- 
merated objects  "and  other  purposes"  will  be  rejected;  In  re  Journalists  Fund,  b 
Phila.  Kep.  272.  Approval  will  likewise  be  withheld  from  charters  containing  in- 
definite statements  of  offences  which  may  result  in  expulsion ;  Butchers'  Beneficial 

Association,  11  Casey,  151;  2  Wright,  298;  Beneficial  Association  of  Brotherly 
Unity,  Id.  299;  Sarsfield  Beneficial  Society,  6  Phila.  Rep.  64;  In  re  Phila.  Arti- 
sans' Institute,  8  Id.  229  ;  In  re  Journalists"  Fund,  Id.  272. 

Incorporation  for  "the  support  of  public  worship"  may  be  had  according  to  the 
doctrines  of  a  particular  sect  without  showing  affirmative  compliance  with  the 
canons  of  that  sect;  In  re  Church  of  the  Holy  Communion,  37  Leg.  Int.  194.  In 
such  cases  the  application  should  be  made  in  general  terms  and  articles  will  not  be 
approved  which  vest  the  control  of  the  corporate  property  elsewhere  than  in  the 
lay  members,  or  those  elected  or  appointed"  by  such  lay  members;  The  Alexander 
Presbyterian  Church,  6  Casey,  154;  In  re  St.  Paul's  Church,  Id.  152 ;  In  re  Church 
of  the  Holv  Communion,  supra. 

In  beneficial  societies  the  application  of  the  funds  must  be  restricted  to  the  pur- 
poses of  the  association;  German  General  Beneficial  Association,  6  Casey,  155. 

:i  The  mere  location  of  an  office  is  not  sufficient ;  In  re  The  Enterprise  Mutual 
Beneficial  Association,  10  Phila.  Rep.  380;  32  Leg.  Int.  82.  It  must  be  the  prin- 
cipal place  or  places  of  business  for  the  purposes  of  taxation  and  service  of  pro 
Be  Mann  Mining  Co.,  O.  A.  G.,  16  March,  1877;  and  in  New  York  under  some- 
what similar  statutes  it  is  held  that  the  certificate  is  conclusive  as  to  this  :  Western 
Transportation  Co.  v.  Scheu,  19  X.  Y.  408. 

4  This  may  be  either  perpetually  or  for  a  limited  time ;  infra,  p.  18. 

5  This  article  "  plainly  indicates  that  the  application  for  incorporation  is  to  be 
made  by  an  existing  association,  presenting  its  constitution  for  legal  approval;" 
Charter  of  Red  Men's  Relief  Association,  10  Phila.  Rep.  546;  31  Leg.  Int.  254;  5 
Pitts,  L.  J.  [N.  S.]  4;  Be  Gibbs,  3  Pitts.  Rep.  499.     But  it  is  not  ne  :essary  that  the 

directors  should  be  either  subscribers  to  the  stock  or  corporators;  O.  A.  G.,  11  <  ><t. 
1880 ;  Densmore  Oil  Co.  r.  Densmore,  14  P.  F.  Smith,  43  ;  Be  British  Provident  Life 
\  3s'n,  L.  R.  5  Ch.  Div.  306. 

6  Additional  provisions  must  be  inserted  in  charters  for 
Road  Companies,  see  infra,  Section  28. 

Ferry,  Wharf  and  Bridge  Companies,  see  infra,  Section  29. 

Telegraph  Companies,  see  infra,  Section  30. 

And  certificates  of  corporations  of  the  second  class  (except  building  and  loan 


LAAVS    OF    PENNSYLVANIA.  13 

Notice  to  be  given.    Advertisement. — Notice  of  the  intention 

to  apply  for  any  such  charter1  shall  be  inserted2  in  two  newspapers 
of  general  circulation,"  printed  in  the  proper  county,1  ibr  three  weeks, 
setting  forth  briefly  the  character  and  object  of  the  corporation  to  be 
formed,  and  the  intention  to  make  application  therefor.5 

Certificates  for  First  Class.'1 — The  said  certificates  of  incor- 
poration of  the  first  class  shall  be  acknowledged  by  at  least  three  of 
those  who  subscribe  to  them  before  the  recorder  of  deeds  of  the 
county  in  which  the  business  of  the  corporation  is  to  be  transacted, 
to  be  their  act  and  deed,  and  the  same  being  duly  certified  under  the 
hand  and  official  seal  of  the  said  recorder  of  deeds,  shall  be  presented 

associations)  must  also  state  that  ten  per  cent,  of  the  capital  stuck  lias  been  paid  in 
cash  to  the  treasurer,  together  with  the  name  and  residence  of  the  latter.  But  with 
these  exceptions  the  above  clauses  are  all  the  charter  need  contain,  and  approval 
has  been  withheld  owing  to  the  insertion  of  unnecessary  and  irrelevant  matter;  Re 
Pottsville  Mechanics  Savings  Fund,  O.  A.  Gr.,  26  Feb,  1875.  Hence,  provisions  for 
internal  management  should  not  therein  appear;  In  re  The  Stevedores'  Beneficial 
Association,  37  Leg.  Int.  262.  If,  however,  additional  clauses  are  inserted,  which 
though  surplusage  are  yet  unobjectionable,  they  will,  if  not  wholly  rejected,  be 
probably  construed  in  conformity  with  the  decisions  prior  to  the  statute.  Thus  a 
power  to  adopt  by-laws  must  be  expressly  subject  to  the  provisions  of  section  live  of 
the  Act  of  29th  April,  1*74  ;  infra,  p.  18;  The  National  Literary  Association,  6  Casey, 
150;  German  General  Beneficial  Association,  Id.  155;  Butchers'  Beneficial  Associa- 
tion, 11  Id.  151  ;  In  re  Phila.  Artisans'  Institute,  8  Phila.  Rep.  229.  A  power  to  dis- 
solve must  not  restrain  a  majority  from  so  doing;  The  National  Literary  Associa- 
tion; German  General  Beneficial  Association,  ubi  supra;  The  United  Daughters  of 
Cornish,  11  Casey,  80;  and  a  power  of  expulsion  must  clearly  define  the  causes 
therefor;  supra,  p.  12  n.  2 ;  and  be  not  opposed  to  public  policy;  In  re  Mulhol- 
land  Benevolent  Society,  10  Phila.  Bep.  19. 

1  This  includes  application  for  re-charters  under  Section  40  of  the  Act  of  29 
April,  1874,  infra,  Sect.  23  ;  Re  Port  Triverton  Ferry  Co.,  O.  A.  G.,  8  Jan.  1876. 

2  In  the  English  language;  Re  Chartiers  Ferry  Co.,  O.  A.  G.,  22  March,  1875; 
Tyler  v.  Bowen,  1  Pitts.  Rep.  225;  Upper  Hanover  Road,  8  Wright,  277. 

3  Exclusive  of  insertions  in  legal  publications  i  £.  e.  The  Legal  Intelligencer,  etc. ! 
required  under  local  statutes  and  rules  of  Court ;  In  re  Enterprise  Mutual  Benefit 
Association,  10  Phila.  Rep.  380;  In  re  Application  for  Charter,  11  Phila.  Rep.  200; 
33  Leg.  Int.  158, 

*  Being  the  county  or  counties  wherein  the  corporate  franchises  are  to  be  exer- 
cised ;  Re  Chartiers  Ferry  Co.,  O.  A.  G.,  22  March,  1875. 

5  The  advertisement  must  state  the  object  of  the  corporation  and  the  time  and 
place,  when  and  where  the  application  will  be  made;  In  re  Parrish  M.  E.  Church, 
3  Luz.  Leg.  Reg.  12>! ;  4  Pitt-.  L.  J.  [X.  S.]  204;  la  re  Enterprise  Mutual  Benefi- 
cial Association.  10  Phila.  Rep.  380;  32  Leu'.  Int..  s2 :  and  in  Philadelphia  County 
it  is  provided  by  a  joint  rule  of  the  Courts  of  Common  Pleas,  adopted  5  February, 
1877:  "All  notices  of  application  for  charters  of  incorporation  shall  set  forth  the 
particular  Court  to  which  application  is  to  be  made  and  the  time  when  it  will  be 
heard."  And,  moreover,  pending  the  advertisement,  certificates  of  corporations  of 
the  first  class  should  be  lodged  in  the  Prothonotary's  office  for  public  inspection; 
//*  re  Church  of  the  Holy  Communion,  N  Week.  Not.  ('as.  357  ;  37  Leg.  Int.  124. 
In  the  latter  case  as  reported  in  37  Leu.  Int.  194,  it  was  held  that  an  amendment 
not  essentially  changing  the  object  of  the  association  made  after  advertisement  and 
before  approval,  would  not  necessitate  further  advertising. 

6  Act  29  April,  1874,  §  3;  P.  L.  75. 


14  GENERAL   CORPORATION 

to  a  law  judge  of  the  said  county,1  accompanied  by  proof  of  the 
publication  of  the  notice  of  such  application,  who  is  hereby  required 
to  peruse  and  examine  said  instrument,  and  if  the  same  shal  be 
found  to  be  in  the  proper  form,  and  within  the  purposes  named  in 
the  first  class  specified  in  the  foregoing  section,  and  shall  appear 
lawful  and  not  injurious  to  the  community,2  he  shall  endorse  there- 
on these  facts,  and  shall  order  and  decree  thereon  that  the  charter  is 
approved,3  and  that  upon  the  recording  of  the  said  charter  and 
order,  the  subscribers  thereto  and  their  associates,  shall  be  a  corpora- 
tion for  the  purposes  and  upon  the  terms  therein  stated,4  and  the 
said  order  aud  charter  shall  be  recorded  in  the  office  for  the  record- 
in  «■  of  deeds  in  and  for  the  county  aforesaid,  and  from  thenceforth  the 
persons  named  therein  and  subscribing  the  same,  and  their  associates 
and  successors,  shall  be  a  corporation  by  the  name  therein  given:' 

Certificates  for  Second  Class.6— The  certificate  for  a  corpora- 
tion embraced  within  the  second  class,  named  in  the  foregoing  sec- 
tion, shall  set  forth  all  that  is  hereinbefore  required  to  be  set  forth, 
and 'except  building  and  loan  associations,  shall  also  ^  state  that  ten 
per  centum  of  the  capital  stock  thereof  has  been  paid  in  cash  to  the 
treasurer  of  the  intended  corporation,  and  the  name  and  residence 
of  such  treasurer  shall  be  therein  given.7     Acknowledgment. — 

1  The  Supreme  Court  will  not  approve  a  charter ;  In  re  Tara  Benevolent  Society, 
9  Phila.  Bep.  287.  In  Philadelphia  County  the  application,  when  made  to  Courts 
of  Common  Pleas  Nos.  2  and  4,  is  placed  upon  the  motion  lists ;  in  Courts  of  Com- 
mon Pleas  Nos.  1  and  3,  a  contrary  practice  prevails. 

2  A  charter  will  not  be  granted  for  an  Electropathic  Institute  with  power  to  confer 
decrees  where  the  charter  does  not  require  the  graduates  to  fulfil  the  requirements 
of  the  Act  of  24  March,  1877,  [P.  L.  42]  ;  Re  Electropathic  Institute,  9  Weekly  Notes 
Cas.  31 ;  37  Leg.  Int.  262 ;  nor  to  associations  whose  object  is,  upon  the  marriage  of 
any  of  their  members,  to  raise  a  fund  for  such  member  by  mutual  assessment ;  Re 
Quaker  City  Ass'n,  10  Weekly  Notes  Cas.  467. 

3  Li  examining  charters  "the  Court  acts  under  the  grant  of  an  extraordinary 
power,  of  a  special  nature,  and  confined  to  the  cases  described  in  the  Act  of  Assem- 
bly ;"  St.  Mary's  Church,  6  S.  &  K.  505 ;  and  the  application  and  action  of  the 
Court  constitute  an  adjudication,  and  after  rejection  the  application  cannot  be  with- 
drawn ;  In  re  Philadelphia  Belief  Association,  7  Weekly  Notes  Cas.  146. 

4  Although  the  statute  be  a  general  public  law,  yet  charters  of  private  corpora- 
tions organized  thereunder  are  private  acts  and  must  be  so  pleaded  and  proved ; 
First  National  Bank  v.  Gruber,  6  Norris,  468. 

5  In  Philadelphia  County  the  usual  fees  are,  exclusive  of  professional  and  con- 
veyancing expenses : 

Court  Costs,              ........  $5.00 

Advertising  in  the  Legal  Intelligencer  and  two  other  newspapers,  (about)  17.00 

Affidavit  to  certificate  before  recorder  of  deeds,     ....  1.00 

Affidavit  of  residence  and  publication,                   ....  .50 

Becording  Charter,               .......  3.00 

6  Act  fa  April,  1874,  \  3 ;  P.  L.  76. 

7  Payment  of  ten  per  cent,  is  imperative,  even  from  companies  accepting  the  pro- 
visions of  Section  17  of  Act  29  April,  1874  [infra,  Sect.  15],  although  it  is  immate- 
rial by  whom  paid ;  O.  A.  G.,  26  April,  1876 ;  Id.  23  June,  1876 ;  and  payment 


O* 


LAWS   OF   PENNSYLVANIA.  15 

The  same  shall  be  acknowledged  by  at  least  three  of  the  subscribers 
thereto,  before  the  recorder  of  deeds  of  the  county  in  which  the  chief 
operations  are  to  be  carried  on,  or  in  which  the  principal  office  \s 
situated,1  and  they  shall  also  make  and  subscribe  an  oath  or  affirma- 
tion before  him,  to  be  endorsed  on  the  said  certificate,  that  the  state- 
ments contained  therein  are  true.  Presentation  to  GOVERNOR. 
— The  said  certificate,  accompanied  with  proof  of  publication  of  noti<-<- 
as  hereinbefore  provided,  shall  then  be  produced  to  the  governor  of 
this  commonwealth,  who  shall  examine  the  same,  and  if  he  find  it  to 
be  in  proper  form  and  within  the  purposes  named  in  the  second  class, 
specified  in  the  foregoing  section,  he  shall  approve  thereof  and  en- 
dorse his  approval  thereon,  and  direct  letters  patent  to  issue  in  the  usual 
form,  incorporating  the  subscribers  and  their  associates  and  succes- 
sors into  a  body  politic  and  corporate,  in  deed  and  in  law,  by  the 
name  chosen.2  Recording  Certificate. — And  the  said  certificate 
shall  be  recorded  in  the  office  of  the  secretary  of  the  commonwealth. 
in  a  book  to  be  by  him  kept  for  that  purpose,  and  he  shall  forthwith 
furnish  to  the  auditor  general  an  abstract  therefrom,  showing  the  name, 
location,  amount  of  capital  stock,  and  name  and  address  of  the  trea- 
surer of  such  corporation.3  The  said  original  certificate,  with  all  of 
its  endorsements,  shall  then  be  recorded  in  the  office  for  the  record- 
ing of  deeds,  in  and  for  the  county  where  the  chief  operations  are  to 
be  carried  on,  and  from  thenceforth  the  subscribers  thereto,  and  their 


must  be  in  cash — not  cash  "or  its  equivalent ;"  O.  A.  G.,  24  May,  1877  ;  but  it  is 
not  necessary  that  the  entire  capital  should  have  been  subscribed;  O.  A.  G.,  28 
Sept.  1874;  'id.  10  Nov.  1874. 

So  non-payment  of  the  ten  per  cent,  may  not  invalidate  the  charter  after  letters- 
patent  have  issued  ;  Commonwealth  v.  West  Chester  R.  R.,  3  Grant's  Cases,  200 ; 
and  in  the  absence  of  express  provisions  requiring  original  subscribers  to  pay  a 
certain  percentage,  one  who  suffers  his  name  to  remain  on  the  articles  until  organ- 
ization cannot  defeat  his  subscription  by  such  non-payment;  Garrett  ?•.  Dillsburg 
R.  R.,  28  P.  F.  Smith,  465 ;  aliter  when  the  statute  declares  that  no  subscription 
shall  be  valid  unless  such  percentage  be  then  paid,  and  no  subsequent  acts  of  estop- 
pel exist ;  Boyd  v.  Peach  Bottom  Railway,  9  Norris,  169  ;  and  giving  a  note  is  not 
payment;  Leighty  v.  The  Turnpike  Co..  1-1  S.  &  R.,  434;  Boyd  v.  Peach  Bottom 
Railway,  supra  ;  Jersey  City  Gas  Co.  v.  Dwight,  29  N.  J.  Eq.  246. 

1  By  the  Act  of  18  March,  1879,  [P.  L.  7],  it  is  provided  that  whenever  under  any 
general  or  special  act  the  principal  office  of  any  corporation  must  be  kept  in  any 
particular  place,  the  majority  of  stockholders  thereof,  may,  by  a  prescribed  certifi- 
cate, election  and  return,  remove  the  office  to  any  other  specified  place  within  the 
same  county. 

2  After  letters-patent  have  issued,  a  court  of  equity  can  neither  enjoin  the  organi- 
zation nor  forfeit  the  franchises;  Mitcheson  v.  Harlan,  3  Phila.  Rep.  385;  Lejee  v. 
Continental  Passenger  Railway,  10  Phila.  Rep.  362 ;  32  Leg.  Int.  386.     A  scire/ 

to  repeal  the  letters-patent  is  the  appropriate  remedy;  Com.  v.  Boley,  1  Weekly 
Notes  (  'as.  3<»3 ;  or  quo  warranto  at  the  suit  of  the  Commonwealth;  Kishacoquillas 
Co.  v.  McConaby,  16  S.  &  R.  145;  a  private  relator  cannot  institute  quo  warranto  for 
this  purpose;  Murphy  r.  Bank,  8  Harris,  415;  Com.  v.  Phila.  &c.  R.  R.,  10  Weeklv 
Notes  Cas.  400. 

3  And  all  corporations  of  the  second  class  (except  building  and  loan  associations 
and  mutual  savings  funds;  Act  14  April,  1879,  \  8,  P.  L.  18)  must  themselves 
make  the  return  prescribed  by  \  26  of  the  Act  of  29  April,  1874;  infra,  Sect.  21. 


1(3  GENERAL    CORPORATION 

associates  and  successors,  shall  be  a  corporation,  for  the  purposes  and 
upon  the  terms  named  in  the  said  charter.1 

Evidence.2— Certified  copies  of  both  the  records  thereof  and  of 
the  charters  of  the  corporations  named  in  the  first  class  specified  in  the 
foregoing  section,  shall  be  competent  evidence  for  all  purposes  in  the 
courts  of  this  commonwealth. 

Yees.3 The  secretary  of  the  commonwealth  shall  charge  and  re- 
ceive a  fee  of  five  dollars  upon  every  paper  relating  to  a  corpora- 
tion filed  or  recorded  in  his  office. 

Foreign  Corporations  may  become  Domestic4— Corpora- 
tions created  by  or  under  the  laws  of  any  other  state,  doing  busi- 
ness in  this  state,  and  in  which  three  or  more  stockholders  are  citi- 
zens of  this  state,  and  which  are  embraced  within  corporations  of  the 
second  class  defined  in  section  two  of  an  act  approved  29th  April, 
1874,  entitled  "An  act  to  provide  for  the  incorporation  and  regula- 
tion of  certain  corporations,"  may  become  corporations  of  this  state, 
under  the  provisions  of  said  last  mentioned  act,  by  preparing,  having 
approved  and  recorded  a  certificate,  in  which  shall  be  stated — 

What  Certificate  of  Foreign  Corporation  to  state. 

First,  The  name  of  the  corporation. 

Second.  Its  purpose. 

Third.  The  place  or  places  where  its  business  is  to  be  transacted. 

Fourth.  The  term  for  which  it  is  to  exist. 

Fifth.  The  names  and  residences  of  the  stockholders  and  the  num- 
ber of  shares  held  by  each. 

Sixth.  The  number  of  its  directors,  and  the  names  and  residences 
of  those  elected  for  the  current  year. 

Seventh.  The  amount  of  its  capital  stock  and  the  number  and  par 
value  of  the  shares  into  which  it  is  divided. 

Eighth.  The  legislation  under  which  it  was  originally  created. 

Ninth.  Its  financial  condition  at  the  date  of  the  certificate,  showing 
capital  stock  paid  in,  funded  debt,  floating  debt,  estimated  value  of 
property  and  cash  assets,  if  any. 

Said  certificate  shall  be  accompanied  by  a  certificate,  under  the  seal 
of  the  corporation,  showing  the  consent  of  a  majority  in  interest  of 
such  corporation  to  such  application  for  a  charter,  and  to  a  renun- 

1  The  corporate  existence  cannot  be  collaterally  attacked  for  any  cause,  and  this, 
whether  the  corporation  be  specially  chartered  or  organized  under  general  laws ; 
Cochran  v.  Arnold,  8  P.  F.  Smith,  405,  (overruling  Paterson  v.  Arnold,  9  Wright, 
410) ;  Garrett  v.  Dillsburg  Railway,  28  P.  F.  Smith,  465. 

2  Act  29  April,  1874,  §  3 ;  P.  L.  76. 

3  Id. 

4  Act  9  June,  1881,  \  1 ;  P.  L.  89. 


LAWS   OF    PENNSYLVANIA.  17 

ciation  of  its  original  charter  and  of  all  privileges  not  enjoyed  by 
corporations  of  its  class,  under  the  laws  of  this  commonwealth. 

Certificate  of  Foreign  Corporation  to  be  acknowledged.' 

— Said  certificates  shall  be  acknowledged  by  at  least  three  of  the  direc- 
tors of  said  corporation,  before  the  recorder  of  deeds  of  the  county  in 
which  the  chief  operations  are  to  be  carried  on  or  in  which  the  principal 
office  is  situated,  and  said  directors  shall  also  make  and  subscribe  an 
oath  or  affirmation  before  him,  to  be  endorsed  on  the  said  certificate, 
that  the  statements  contained  therein  are  true. 

Governor  to  Examine.2 — The  said  certificate  shall  then  be 
produced  to  the  governor  of  this  commonwealth,  who  shall  examine 
the  same,  and  if  he  find  it  to  be  in  proper  form  and  within  the  pur- 
poses named  for  corporations  of  the  second  class  in  the  said  second 
section  of  said  act  of  April  twenty-ninth,  one  thousand  eight  hun- 
dred and  seventy-four,  before  mentioned,  he  shall  approve  thereof'and 
endorse  his  approval  thereon,  and  direct  letters  patent  to  issue,  in  the 
usual  form,  incorporating  said  stockholders  and  their  successors  into 
a  body  politic  and  corporate  in  deed  and  in  law  by  the  name  chosen. 

Record  of  Certificate.3 — And  the  said  certificate  shall  be  record- 
ed, in  the  office  of  the  secretary  of  the  commonwealth,  in  a  book  to 
be  by  him  kept  for  that  purpose,  and  he  shall  forthwith  furnish  the 
auditor  general  an  abstract  therefrom,  showing  the  name,  location, 
amount  of  capital  stock,  and  name  and  address  of  the  treasurer  of 
such  corporation ;  the  said  original  certificate,  with  all  its  endorse- 
ments, shall  then  be  recorded  in  the  office  for  the  recording  of  deeds 
in  and  for  the  county  where  the  chief  operations  are  to  be  carried  on. 

Powers  of  new  Corporations.4 — From  the  date  of  said  let- 
ters patent,  said  corporation  shall  be  and  exist  as  a  corporation  of  this 
commonwealth,  under  the  provisions  of  law  regulating  corporations 
of  its  class  and  of  its  charter  ;  and  all  of  the  rights,  privileges,  pow- 
ers, immunities,  lands,  property  and  assets,  of  whatever  kind  or 
character  the  same  may  be,  possessed  and  owned  by  the  original  cor- 
poration, shall  vest  in,  and  be  owned  and  enjoyed  by,  the  said  cor- 
poration so  created  as  fully  and  with  like  effect  as  if  its  original  char- 
ter had  remained  in  force,  save  as  by  general  law  and  said  certificate 
expressly  stated  otherwise;  and  all  suits,  claims  and  demands  In- 
said  corporation  in  existence  at  the  date  of  said  new  charter  shall  and 
may  be  sued,  prosecuted  and  collected  under  the  laws  governing  the 
said  corporation  prior  to  its  new  charter,  and  claims  and  demands  of 

1  Act  9  June,  1881,  \  2;  P.  L.  89. 

2  Id. 

3  Id. 

*  Id.  I  3. 


18  GENERAL    CORPORATION 

every  nature  and  character  in  existence  at  the  date  of  said  new  char- 
ter may  be  collected  from  and  of  said  new  chartered  corporation,  as 
fully  and  with  like  effect  as  if  no  change  had  taken  place. 

Registration  of  all  Corporations.1 — Hereafter  no  institution  or 
company,  incorporated  or  organized  by  or  under  any  law  of  this  com- 
monwealth, general  or  special,  or  incorporated  or  organized  under  the 
laws  of  any  other  state  and  doing  business  in  this  commonwealth,  shall 
o-ointo  operation  without  first  having  the  name  of  the  institution  or  com- 
pany, the  date  of  incorporation  or  organization,  the  act  of  assembly  or 
authority  under  which  incorporated  or  organized,  the  place  of  business, 
the  post  office  address  and  names  of  the  president,  secretary  and 
treasurer,  the  amount  of  capital  authorized  by  its  charter,  and  the 
amount  of  capital  paid  into  the  treasury  of  the  company,  registered 
in  the  office  of  the  auditor  general ;  and  every  institution  or  company 
now  engaged  in  business  in  this  commonwealth  shall,  within  ninety 
days  after  the  passage  of  this  act,  register  as  herein  required  in  the 
office  of  the  auditor  general ;  and  any  such  institution  or  company 
which  shall  neglect  or  refuse  to  comply  with  the  provisions  of  this 
section,  shall  be  subject  to  a  penalty  of  five  hundred  dollars,  which 
penalty  shall  be  collected  on  an  account  settled  by  the  auditor  general 
and  state  treasurer  in  the  same  manner  as  taxes  on  stock  are  settled 
and  collected. 


4.  Length  of  Grant — Power  to  Revoke.2 — The  charters  for 
incorporations  named  in  this  act  may  be  made  perpetual,  or  may  be 
limited  in  time  by  their  own  provisions;  and  the  general  assembly 
reserves  the  power  to  revoke  or  annul  any  charter  of  incorporation 
granted  or  accepted  under  the  provisions  of  this  act,  whenever  in  the 
opinion  of  the  said  general  assembly  it  may  be  injurious  to  the  citi- 
zens of  this  commonwealth,  in  such  manner,  however,  that  no  injus- 
tice shall  be  done  to  the  corporators  or  their  successors.3 


5.  By-Laws.4 — The  by-laws  of  every  corporation  created  under 
the  provisions  of  this  statute,  or  accepting  the  same,  shall  be  deemed 
and  taken  to  be  its  law,  subordinate  to  this  statute,  the  charter  of  the 
same,  the  constitution  and  laws  of  this  commonwealth,  and  the  con- 
stitution of  the  United  States.5     They  shall  be  made  by  the  stock- 

1  Act  7  June,  1879,  §  1 ;  P.  L.  112. 

2  Act  29  April,  1874,  §4 ;  P.  L.  76. 

3  Constitution  of  Pennsylvania,  Act  XVI.,  \  10 ;  New  Jersey  v.  Yard,  95  U.  S. 
104;  Erie  K.  E.  v.  Casey,  2  Casey,  287 ;  1  Grant's  Cas.  274. 

4  Act  29  April,  1874,  \  5 ;  P.  L.  77. 

5  By-laws  must  conform  to  the  provisions  and  spirit  of  the  charter,  or,  when  the 
charter  is  silent,  to  the  common  law  and  the  particular  nature  and  purpose  of  the 


LAWS   OF    PENNSYLVANIA.  19 

holders  or  members  of  the  corporation,  at  a  general  meeting  called  for 
that  purpose,  unless  the  charter  prescribes  another  body,  or  a  different 
mode.1  They  shall  prescribe  the  time  and  place  of  meeting  of  the 
corporation,  the  powers  and  duties  of  its  officials,  and  such  other 
matters  as  may  be  pertinent  and  necessary  for  the  business  to  be 
transacted,  and  may  contain  penalties  for  the  breach  thereof,  not  ex- 
ceeding twenty  dollars.2 


6.  Officers  and  their  Duties.3 — The  business  of  every  corpo- 
ration created  hereunder,  or  accepting  the  same,  shall  be  managed 
and  conducted  by  a  president,  a  board  of  directors  or  trustees,  a  clerk, 
a  treasurer,  and  such  other  officers,  agents  and  factors  as  the  corpora- 
tion authorizes  for  that  purpose.4 

Directors  or  Trustees.5 — The  directors  or  trustees  shall  be  chosen 

corporation  ;  Com.  v.  Gill,  3  Wharton,  248 ;  Com.  ;-.  Fisher,  7  Phila.  Eep.  264  (see 
AngeU  &  Ames  on  Corporations.  \  :!4o  for  instances  wherein  by-laws  have  been 
adjudged  invalid  upon  this  doctrine.)  By-laws  must  also  be  reasonable,  and  those 
which  are  unequal,  oppressive,  or  clearly  injurious  to  the  corporate  interests,  are 
invalid;  Com.  v.  Gill,  mpra;  Granger  v.  Grubb,  7  Phila.  Pep.  350;  Hibemia  Fire 
Engine  Co.  v.  Com.,  8  Weekly  Notes  (  as.  320:  and  the  reasonableness  of  the  by-law 
is  solely  a  question  for  the  court ;  Hibernia  Fire  Engine  Co.  v.  Com.,  ubi  supra. 

1  Unless  authorized  by  the  charter  the  board  of  directors  have  no  power  to  make 
by-laws,  nor  to  alter,  amend  or  repeal  the  same ;  United  Fire  Association  v.  Bense- 
man,  4  Weekly  Notes  Cas.  1 ;  Morton  Co.  v.  Wysong,  51  Ind.  4:  but  the  affirmations 
and  acquiescence  of  a  member  may  estop  him  from  questioning  the  mode  in  which 
the  by-laws  have  been  enacted;  Morrison  v.  Dorsey,  48  Md.  462. 

2  By-Laws  regulate  rights  between  the  corporation  and  its  members  and  their 
representatives;  Wain  v.  Bank,  8  8.  &  R.  89;  Martin  v.  Railroad  Co.,  30  La.  An., 
308;  but  the  rights  of  third  persons  claiming  under  such  by-laws  depend  upon  the 
general  principles  applicable  to  ordinary  cases;  Flint  v.  Pierce,  99  Mass.  68. 

In  St.  Patrick's  Society  v.  McVey,  11  Norris,  510,  it  was  held  that  by-laws  of 
beneficial  societies  regulating  the  amounts  payable  by  members  do  not  constitute  a 
contract  with  such  members  upon  their  admission  to  the  society,  but  are  subject  to 
future  alteration. 

3  Act  29  April,  1874,  \  5;  P.  L.  77. 

When  Married  Women  Eligible  as  Officers. — "In  all  cases,  married  women 
shall  be  deemed  and  held  qualified  or  free  from  any  disability  on  account  of  cover- 
ture, for  appointment  and  acting  as  corporators  or  officers  of  all  associations  incor- 
porated heretofore,  or  that  may  be  hereafter  incorporated,  for  purposes  of  learning, 
benevolence,  charity  or  religion;"  Act  19  April,  1879;  P.  L.  16. 

*  Officers  entrusted  with  the  management  of  the  corporate  business,  are  general 
agents,  and  private  restrictions  imposed  by  the  corporation,  are  immaterial  against 
third  persons  acting  on  the  faith  of  the  agency  ;  Gratius  V.  Land  Co.,  3  Phila.  Kep. 
447  ;  and  as  such  agents  they  incur  no  personal  liability  when  avowedly  contracting 
on  behalf  of  the  company ;  Beeson  v.  Lang,  4  Norris,  198 ;  but  judgment  cannot  be 
confessed  against  the  corporation  by  its  officers  without  authority  of  the  directors; 
Freeman  ».  Plaindealer  Co.,  9  Luz.  Leg.  Reg.  37;  Hardiman  v.  Phila.  Assn.,  2 
Weekly  Notes  Cas.  440;  and  obviously  an  officer  cannot  transfer  by  estoppel  thai 
which  he  is  incapable  of  doing  by  contract  ;  Junction  R.  R.  Co.  v.  Penna.  R.  K.  <  !o., 
30  P.  F.  Smith,  265.  Officers,  moreover,  occupy  a  quasi  fiduciary  relation  to  the 
corporation,  and  cannot  profit  by  purchasing  claims  against  it:  Hill  v.  Frazier,  10 
Harris,  320. 

5  Act  29  April,  1874,  \  5 ;  P.  L.  77. 


20  GENERAL    CORPORATION 

annually  by  the  stockholders  or  members,  at  the  time  fixed  by  the 
by-laws,1  and  shall  hold  their  office  until  others  are  chosen  and  quali- 
fied in  their  stead ;  the  manner  of  such  choice  and  of  the  choice  or 
appointment  of  all  other  agents  and  officers  of  the  company,  shall  be 
prescribed  by  the  by-laws.2  The  number  of  directors  or  trustees  shall 
not  be  less  than  three ;  one  of  them  shall  be  chosen  president  by  the 
directors,  or  by  the  members  of  the  corporation,  as  the  by-laws  shall 
direct.  The  members  of  said  corporation  may,  at  a  meeting  to  be 
called  for  that  purpose,  determine,  fix  or  change  the  number  of  direc- 
tors or  trustees  that  shall  thereafter  govern  its  affairs  ;  and  a  majority 
of  the  whole  number  of  such  directors  or  trustees  shall  be  necessary 
to  constitute  a  quorum. 

Clerk — Secretary.3 — The  clerk  shall  be  sworn  and  shall  record 
all  the  votes  of  the  corporation,  and  the  minutes  of  its  transactions, 
in  a  book  to  be  kept  for  that  purpose. 

Treasurer.4 — The  treasurer  shall  give  bond  in  such  sum  and  with 
such  sureties  as  shall  be  required  by  the  by-laws,  for  the  faithful  dis- 
charge of  his  duties,  and  he  shall  keep  the  moneys  of  the  corporation 
in  a  separate  book  account,  to  his  credit  as  treasurer,  and  if  he  shall 
neglect  or  refuse  so  to  do,  he  shall  be  liable  to  a  penalty  of  fifty  dol- 
lars for  every  day  he  shall  fail  to  do  so,  to  be  recovered  at  the  suit  of 
any  informer  in  an  action  of  debt.5 

Vacancies.6 — In  case  of  the  death,  removal,  or  resignation  of 
the  president  or  any  of  the  directors,  treasurer  or  other  officer  of  any 
such  company,  the  remaining  directors  may  supply  the  vacancy  thus 
created  until  the  next  election. 


1  Mandamus  lies  to  compel  such  annual  election ;  Com.  v.  Keim,  38  Leg.  Int.  32 ; 
The  People  v.  Town  of  Fairbury,  51  111.  149 ;  The  People  v.  Albany  Hospital,  61 
Barbour,  397. 

2  Knowledge  of  the  rules,  regulations  and  by-laws  of  the  company  will  be  im- 
puted to  its  stockholders  and  its  officers;  Bedford  Railroad  Co.  v.  Bowser,  12 
Wright,  37  ;  Hurter  v.  Sun  Mutual  Ins.  Co.,  26  La.  An.  13,  (aliter  as  to  their  sureties  ; 
Atlantic  B.  R.  Co.  v.  Cowles,  69  N.  C.  59.)  Hence,  where  no  salary  is  attached  to 
the  office  none  can  be  recovered;  Kilpatrick  v.  Penrose  Ferry  Bridge  Company,  13 
Wright,  118;  Field  v.  Union  Box  Co.,  2  Weekly  Notes  Cas.  426.  Nor  when  the 
salary  is  fixed  will  extra  compensation  be  allowed  for  extra  services  ;  Carr  v.  Chartiers 
Coal  Co.,  1  Casey,  337  ;  and  a  resolution  remunerating  officers  who  had  been  elected 
to  serve  without  compensation  is  merely  voluntary  and  revocable;  Loan  Assn.  v. 
Stonemetz,  5  Casey,  534. 

3  Act  29  April,  1874,  §  5 ;  P.  L.  77. 

4  Id. 

5  Under  a  somewhat  similar  statute  it  has  been  held  that  as  the  treasurer  is  the 
recognized  responsible  custodian  of  the  funds,  the  directors  have  no  power  to  de- 
posit them  elsewhere ;  Pearson  v.  Tower,  55  N.  H.  215. 

6  Act  29  April,  1874,  \  9 ;  P.  L.  78. 


LAWS   OF   PENNSYLVANIA.  21 

7.  By-Laws — Quorum  of  Stockholders.' — Every  such  corpo- 
ration may  determine,  by  its  by-laws,  what  number  of  stockholders 
shall  attend,  either  in  person  or  by  proxy,  or  what  number  of  shares 
or  amount  of  interest  shall  be  represented  at  any  meeting  to  consti- 
tute a  quorum  ;  if  the  quorum  is  not  so  determined,  a  majority  in 
interest  of  the  stockholders  shall  constitute  a  quorum. 


8.  Certificates  of  Stock — Transfers.2 — The  directors  of  such 
corporation  shall  procure  certificates  or  evidences  of  stock,  and  shall 
deliver  them  signed  by  the  president,  countersigned  by  the  treasurer, 
and  sealed  with  the  common  seal  of  the  corporation,3  to  each  person 
or  party  entitled  to  receive  the  same,  according  to  the  number  of 
shares  by  him,  her  or  them  respectively  held,  which  certificates  or 
evidences  of  stock  shall  be  transferable  at  the  pleasure  of  the  holder, 
in  person  or  by  attorney  duly  authorized,  as  the  by-laws  may  prescribe,1 
subject,  however,  to  all  payments  due,  or  to  become  due  thereon;5 
and  the  assignee  or  party  to  whom  the  same  shall  have  been  so 
transferred,  shall  be  a  member  of  said  corporation,  and  have  and 
enjoy  all  the  immunities,  privileges  and  franchises,  and  be  subject  to 
all  the  liabilities,  conditions  and  penalties  incident  thereto,6  in  the 

1  Act  29  April,  1874,  \  6 ;  P.  L.  77. 

2  Act  29  April,  1874,  \  7  ;  P.  L.  78.  < 

3  The  corporation  is  liable  to  bona  Jide  holders  of  certificates  fraudulently  issued 
by  its  officers;  Willis  v.  Philadelphia  &  Darhy  R.  R.  Co.,  6  Weekly  Notes  Cas. 
461 ;  Tome  v.  Railroad  Co.,  39  Md.  36. 

4  Section  11  of  Act  29  April,  1874,  provides  for  transfers  on  the  books  of  the  com- 
pany, and  by  Section  12  thereof  no  transfer  can  be  made  until  all  previous  calls 
have  been  paid,  or  the  stock  forfeited  for  non-payment  thereof;  infra,  p.  2~>. 

Between  vendor  and  purchaser  the  title  to  stock  passes  by  delivery  without  actual 
transfer  on  the  corporate  books,  subject  to  the  claims  of  the  corporation;  and  by 
commercial  usage  a  certificate  of  stock  accompanied  by  an  irrevocable  power  of 
attorney,  either  filled  up  or  in  blank,  is,  in  the  hands  of  third  parties,  presumptive 
evidence  of  ownership  in  the  holder;  Wood's  Appeal,  11  Norris,  379;  Com.  v. 
Watmough,  6  Wh.  117  ;  Building  Ass'n  v.  Sendmever,  14  Wright,  67 ;  Finney's 
Appeal,  9  P.  F.  Smith,  398;  Prall  v.  Tilt,  28  N.  J.  Eq.  480;  McNeil  v.  Bank,  46 
N.  Y.  325 ;  Holbrook  v.  Zinc  Co.,  57  Id.  623.  But  as  between  the  members  and 
the  corporation,  the  primary  evidence  of  their  relation  is  the  records  of  the  com- 
pany, by  which  alone  are  the  corporate  rights  determined;  Bank  of  Commerce's 
Appeal,  23  P.  F.  Smith,  59;  Farrar  v.  Walker,  3  Dillon,  506,  n.;  Hoppinr.  Buffum, 
9  R.  I.  513;  Ex  parte  Willcocks,  7  Cowen,  411;  Bank  v.  Cook,  4  Pick.  406; 
McDaniels  v.  Flower  Brook  Co.,  22  Vt.  284. 

5  The  object  being  to  secure  all  liabilities  without  regard  to  the  time  they  mature  ; 
Pittsburgh  R.  R.  Co.  v.  Clarke,  5  Casey,  153. 

6  Under  these  provisions,  coupled  with  \  11  of  this  Act,  the  cases  of  Canal  Co.  v. 
Sansom,  1  Binney,  70 ;  Palmer  v.  Ridge  Mining  Co.,  10  Casey,  288 ;  Franks  Oil  Co. 
v.  McCleary,  13  P.  F.  Smith,  317  ;  Pittsburgh  &c,  R.  R.  Co.  v.  Otterson,  4  Weekly 
Notes  Cases,  545,  would  seem  to  have  no  application,;  see  Pittsburgh  Ac.  Co.  v. 
Clarke,  5  Casey,  153  ;  Merrimac  Co.  v.  Levy,  4  P.  F.  Smith,  227  ;  Wilbur  v.  Stock- 
holders, 35  Leg.  Int.  348  ;  infra,  p.  24,  n.  1. 


22  GENERAL   CORPORATION 

.same  manner  as  the  original  subscriber  or  holder  would  have  been/ 
but  no  certificate  shall  be  transferred  so  long  as  the  holder  thereof  is 
indebted  to  said  company,  unless  the  board  of  directors  shall  consent 
thereto.2 


9.  Oath  of  Officers  Holding  Elections.3 — No  person  acting  as 
judge  or  officer  holding  an  election  for  any  such  corporation,  shall 
enter  on  the  duties  of  his  office  or  appointment  until  he  take  and  sub- 
scribe an  oath  or  affirmation  before  a  judge,  alderman,  justice  of  the 
peace,  or  other  person  qualified  by  law  to  administer  oaths,  that  he  will 
discharge  the  duties  of  his  office  or  appointment  with  fidelity,  that  he 
will  not  receive  any  vote  but  such  as  he  verily  believes  to  be  legal; 
and  if  any  such  judge  or  officer  shall,  knowingly  and  wilfully,  violate 
his  oath  or  affirmation,  he  shall  be  subject  to  all  the  penalties  imposed 
by  law  upon  the  officers  of  the  general  election  of  this  commonwealth 
violating  their  duties,  and  shall  be  proceeded  against  in  like  manner 
and  with  like  effect. 

Illegal  Election  set  Aside.4 — And  if  any  election,  as  aforesaid, 
be  held  without  the  person  holding  the  same  having  first  taken  an 
oath  or  affirmation,  as  aforesaid,  or  be  invalid  for  any  other  reason, 
such  election  shall  be  set  aside  in  the  manner  now  provided  by  law, 
and  a  new  election  ordered  by  the  court  of  common  pleas  of  the 
p roper  county,  upon  the  petition  of  not  less  than  five  stockholders 
supported  by  proof  satisfactory  to  said  court. 

10.  Cumulative  Voting.5 — In  all  elections  for  directors,  mana- 

1  This  section  is  an  abridgment  of  the  Act  of  19  February,  1849,  \  7  (P.  L.  82), 
in  construing  which  it  was  said,  "  The  clause  which  gives  to  the  assignee  the  advan- 
tages, and  subjects  him  to  the  disadvantages,  of  a  member  of  the  corporation,  'in 
the  same  manner  as  the  original  subscriber  would  have  been,'  was  intended  to  fix  the 
extent  of  the  assignee's  liability,  and  not  to  limit  or  release  that  of  the  assignor. 
The  words  '  would  have  been,'  are,  therefore,  altogether  insufficient,  in  the  con- 
nexion in  which  they  stand,  to  perform  the  important  office  of  releasing  the 
original  subscriber  from  his  contract ;"  Pittsburgh  B.  K.  Co.  v.  Clarke,  5  Casey,  153. 
In  the  previous  case  of  West  Phila.  Canal  Co.  v.  Innes,  3  Wharton,  202,  a  con- 
trary view  was  intimated  by  the  court  below,  but  apparently  not  sanctioned  in 
error.  See  Angell  &  Ames  on  Corp.,  §  534 ;  Thompson's  Liability  of  Stockholders, 
§  210-227. 

2  The  liability  of  an  original  subscriber  for  an  unpaid  and  uncalled  balance  of 
subscription  is  an  indebtedness  within  this  clause  ;  Pittsburgh  E.  K.  Co.  v.  Clarke, 
5  Casey,  146;  In  re  Bachman,  12  Bank  Eeg.  223;  Wain  v.  Bank,  8  S.  &  E.  73. 
But  the  liability  of  an  officer  to  his  company  for  fraudulently  issuing  its  stock,  will 
not  justify  the  company  from  refusing  to  transfer  certificates  for  such  stock  when 
held  by  bona  fide  owners;  Willis  v.  Philada.  &  Darbv  E.  E.  Co.,  0  Weeklv  Notes 
Cas.  461. 

3  Act  29  April,  1874,  \  8  ;  P.  L.  78. 
*Id. 

5  Act  29  April,  1874,  \  10,  as  amended  by  Act  25  April,  1876 ;  P.  L.  47. 


LAWS    OF    PENNSYLVANIA.  23 

gers  or  trustees  of  any  corporation  created  under  the  provisions  of 
this  statute,  or  accepting  its  provisions,  each  member  or  stockholder 

or  other  person  having  a  right  to  vote,  may  east  the  whole  number 
of  his  votes  for  one  candidate,  or  distribute  them  upon  two  or  more 
candidates  as  he  may  prefer,  that  is  to  say :  If  the  .-aid  member  or 
stockholder  or  other  person  having  a  right  to  vote,  own  one  share  of 
stock  or  has  one  vote,  or  is  entitled  to  one  vote  for  each  of  six  direc- 
tors by  virtue  thereof,  he  may  give  one  vote  to  each  of  said  six  direc- 
tors, or  six  votes  for  any  one  thereof,  or  a  less  number  of  votes  for 
any  less  number  of  directors,  whatever  may  be  the  actual  number  to 
be  elected,  and  in  this  manner  may  distribute  or  cumulate  his  votes 
as  he  may  see  fit :'  all  elections  for  directors  or  trustees  shall  be  by 
ballot,  and  every  share  of  stock  shall  entitle  the  holder  thereof  to  one 
vote,  in  person  or  by  proxy,  to  be  exercised  as  provided  in  this  section.2 

11.  Capital  Stock— Payment  of  Subscriptions.3— The  capi- 
tal stock  of  every  such  corporation  that  has  or  requires  a  capital  stock, 
shall  consist  of  not  more  than  one  million  dollars,  and  shall  be  divided 
into  shares  of  not  more  than  one  hundred  dollars  each  ;4  and  all  sub- 
scriptions to  the  capital  stock  shall  be  paid  in  such  instalments  and  at 
such  times  as  the  directors  may  require,5  and  if  default  be  made  in 

1  This  section  incorporates  Art,  XVI.  \  4,  of  the  Constitution  of  Pennsylvania, 
as  construed  in  Hays  c.  Comm'th,  1  Norris,  518 ;  Com.  v.  Lintsman,  6  Pitts.  L  J 
(N.  S.)  122. 

-The  right  of  voting  by  proxy  is  not  a  general  right,  and  the  party  claiming  it 
must  show  a  special  authority  therefor;  Craig  v.  First  Presbyterian  Church,  7  Nor- 
ris, 4/  ;  Brown,  v  Commonwealth,  3  Gr.  Cas.  209.  By  Act'  29  April,  1874,  \  21, 
{infra,  page  33,)  it  is  provided  that  in  elections  to  increase  the  capital  stock,  all 

proxies  must  have  been  given  within  three  months  preceding  Mich  election.  The 
general  method  of  voting  proxies  is  regulated  bv  the  Act  of  28  March,  1820;  7 
Smith's  Laws,  320.  See  Act  of  11  June,  1879,  P.'L.  139,  [infra,  Sect.  28,  ch.  l'l), 
as  to  voting  at  meetings  of  stockholders  of  turnpike,  plank 'road  and  bridge  com- 
panies. 

3  Act  29  April,  1874,  \  11;  P.  L.  79. 

4  The  capital  stock  is  a  trust  fund  for  the  payment  of  the  corporate  debts,  and  the 
liability  for  unpaid  subscriptions  cannot  be  released  by  the  corporation  to  the  pre- 
judice of  its  creditors;  Upton  v. Tribilcock,  91  U.  S.  45;  Bowden  p. Santos,  1  Hughes, 
159 ;  and  upon  the  insolvency  of  the  company  this  liability  can  he  enforced  by  the 
creditors  upon  bill  filed,  or  by  an  assignee  in  bankruptcy,  although  no  assessment  or 
call  has  been  made  by  the  corporation  and  the  certificate  upon  its  face  purports  to  be 

•non-assessable;"  and  in  an  action  therefor  a  stockholder  will  not  be  allowed  to 
setoff  individual  claims  against  the  company;  Hatch  o.  Dana,  101  V.  S.  205;  Up- 
ton v.  Tribilcock,  ubi  supra  ;  Wilbur  v.  The  Stockholders,  35  Leg.  Int.  346;  Loner. 
Penn.  Ins.  Co.  6  Barr,  422 ;  Macungie  Savings  Bank  v.  Bastian,  10  Weekly  Notes  (as. 
71.  And  it  is  immaterial  that  no  certificate  was  ever  issued  if  the  subscriber  has 
bound  himself  to  contribute;  Hawley  o.  Upton,  102  U.  S.  314.  So,  after  assess- 
ment, unpaid  subscriptions  due  to  the  company  may  he  attached  by  its  creditors  or 
be  recovered  by  its  voluntary  assignee  in  insolvency;  Peterson  v.  Sinclair,  2  Nor- 
ris,250;  West  Chester  R.  B.  Co.  v.  Thomas,  2  Phila.  Rep.  344;  Grermantown  R. 
W.  Co.  v.  Fitler,  10  P.  F.  Smith,  131;  Macungie  Savings  Bank  v.  Bastian,  10 
Weekly  Notes  Cas.  71. 

5  By  Section  12  of  Act  of  29  April,  1874,  assessments  may  be  made  "by  the  cor- 


24  GENERAL   CORPORATION 

any  payment  the  person  or  persons  in  default1  shall  be  liable  to  pay, 
in  addition  to  the  amount  so  called  for  and  unpaid,  at  the  rate  of  one 
half  of  one  per  centum  per  month  for  the  delay  of  such  payment,  and 
the  directors  may  cause  suit  to  be  brought  for  the  recovery  of  the 
amount  due,  together  with  the  penalty  of  one  half  of  one  per  centum 
per  month,  as  aforesaid,2  or  the  directors  may  cause  the  stock  to  be 
sold  in  the  manner  provided  in  clause  two  of  section  thirty-nine  of 
this  act.3 

Right  to  Vote.4 — And  no  stockholder  shall  be  entitled  to  vote  at 
any  election,  or  at  any  meeting  of  the  stockholders,  on  whose  share 
or  shares  any  instalments  or  arrearages  may  have  been  due  and  un- 
paid for  the  period  of  thirty  days  immediately  preceding  such  election 
or  meeting.5 

Transfer  of  Shares.6 — The  shares  of  the  capital  stock  of  every 
such  company  may  be  transferred  on  the  books  of  the  company,  in 

poration,  at  a  legal  meeting  called  for  that  purpose ;"  see  infra,  p.  25,  n.  7,  as  to  a 
stockholder's  liability  for  unpaid  subscriptions. 

1  Being  the  registered  holder  when  the  instalment  is  due ;  West  Phila.  Canal  Co. 
v.  Innes,  3  Wharton,  198 ;  Webster  v.  Upton,  91  U.  S.  65 ;  without  regard  to  the 
nature  of  his  ownership;  Pullman  v.  Upton,  9(5  U.  S.  328 ;  Germania  Bank  v.  Case, 

10  Pitts.  Leg.  Jour.  [N.  S.]  127  ;  Long  r.  Penn  Ins.Co.,  6  Barr,  421  ;  and  moreover, 
a  merely  nominal  transfer  for  the  purpose  of  escaping  liability  will  not  relieve  the 
transferor;  Germania  Bank  v.  Case,  ubi  supra. 

The  cases  of  Canal  Co.  v.  Sansom,  1  Binney,  70 ;  Palmer  v.  Ridge  Mining  Co.,  10 
Casey,  288 ;  Franks  Oil  Co.  v.  McCleary,  13  P.  F.  Smith,  317 ;  Pittsburgh  &c.  R. 
R.  Co.  v.  Otterson,  4  Weekly  Notes  Cas.  545;  would  seem  to  have  no  application, 
in  view  of  the  provisions  of  $  7  of  this  Act  I  supra,  p.  21,)  subjecting  the  assignee  to  all 
the  liabilities  of  the  original  subscriber,  coupled  with  the  wording  of  the  present 
section ;  Pittsburg  &c.  R.  R.  Co.  v.  Clarke,  5  Casey,  153,  where  in  construing  a 
similar  statute,  the  Court  said:  "The  new  stockholder  is  made  liable  to  the  lien  as 
well  as  to  the  action,  'in  the  same  manner  as  the  original  subscriber  would  have 
been'  if  he  had  made  no  transfer;"  Merrimac  Co.  v.  Levy,  4  P.  F.  Smith,  227; 
Wilbur  v.  Stockholders,  35  Leg.  Int.  348.  And  when  the  assignee  is  not  liable, 
the  liability  of  the  original  subscriber  continues ;  Messersmith   v.  Sharon  Bank, 

11  Pitts.  Leg.  Jour.  (N.  S.)  254;  8  Weekly  Notes  Cas.  91. 

2  The  manner  of  serving  process  to  enforce  this  liability  is  regulated  by  the  Act 
of  14  May,  1874;  P.  L.  146,  quoted  infra,  p.  29.  It  is  not  necessary  to  prove  the 
formal  organization  of  the  company  although  averred  in  the  declaration  ;  Grubb  v. 
Mahoning  Nav.  Co.,  2  Harris,  302 ;  and  averring  that  the  calls  were  duly  made  is 
a  sufficient  averment  that  they  were  made  in  conformity  with  the  Act  of  Assembly  ; 
Bavington  v.  Pittsburgh  &c.  Railroad  Co.,  10  Casey,  363. 

3  Infra,  Sect.  36,  cl.  2.  The  remedy  is  apparentlv  alternative  ;  Northern  R.  R.  v. 
Miller,  10  Barb.  260;  Small  v.  Herkimer  Co.,  2  N.  Y.  330;  Giles  v.  Hutt,  3  Exch. 
18 ;  Great  Northern  Co.  v.  Kennedy,  4  Id.  418 ;  Edinburgh  Railway  Co.  v.  Hebble- 
white,  6  M.  &  W.  707  ;  Macon  R.  R.  Co.  v.  Vason,  57  Geo.  314. 

4  Act  29  April,  1874,  g  11 ;  P.  L.  79. 

5  And  by  Section  21  of  Act  of  29  April,  1874,  [infra,  p.  33,]  in  all  elections  to 
increase  the  capital  stock  no  share  transferred  within  sixty  days  is  entitled  to  vote, 
and  all  proxies  must  bear  date  and  have  been  executed  within  three  months  prior 
to  such  election. 

6  Act  29  April,  1874,  \  11 ;  P.  L.  79. 


LAWS   OF  PENNSYLVANIA.  25 

person  or  by  attorney,  subject  to  such  regulations  as  the  by-laws  may 
prescribe  j1  but  the  provisions  of  this  section  shall  not  apply  to  corpo- 
rations in  which  by  this  act  different  and  other  rules  and  provisions 
are  enacted  for  their  regulation  and  government. 

Capital  Stock.2 — The  stock  of  every  corporation  created  under 
the  provisions  of  this  statute  shall  be  deemed  personal  property. 

Galls — Assessments.3 — And  no  shares  shall  be  transferable  until 
all  previous  calls  thereon  shall  have  been  fully  paid  in  or  shall  have 
been  declared  forfeited  for  the  non-payment  of  calls  thereon;4  and 
every  corporation  may,  from  time  to  time,  at  a  legal  meeting  called 
for  the  purpose,5  assess  upon  each  share  of  stock  such  sums  of  money 
as  the  corporation  may  think  proper,  not  exceeding  in  the  whole  the 
amount  at  which  each  share  was  originally  limited  ;6  and  such  sums 
assessed  shall  be  paid  to  the  treasurer  at  such  times  and  in  such  in- 
stalments as  the  corporation  directs.7     No  note  or  obligation  given 

1  Supra,  p.  21  ;  Act  29  April,  1874,  \  7.  A  corporation  being  a  trustee  for 
stockholders  is  bound  to  proper  vigilance  to  prevent  unauthorized  transfers ;  Tele- 
graph Co.  v.  Davenport,  97  U.  S.  369;  and  permitting,  without  inquiry,  a  transfer 
under  a  power  of  attorney  thirteen  years  old  is  not  such  proper  vigilance;  Penn- 
sylvania R.  R.  Co's  Appeal,  5  Xorris,  80,  (reversing  S.  C.  2  Weekly  Notes  (as.  363). 
A  purchaser  cannot  by  mandamus  compel  the  corporation  to  register  the  transfer  to 
himself;  Birmingham  Fire  Ins.  Co.  v.  Commonwealth,  11  Xorris,  72;  the  appro- 
priate remedy  being  an  action  in  the  case  wherein  the  measure  of  damages  is  the 
value  at  the  time  of  refusal  to  transfer;  German  Building  Ass'n  v.  Sendmeyer,  14 
Wright,  67;  Wain  v.  Bank,  8  S.  &  R.  73 ;  Presbvterian  Church  v.  Bank,  5  Barr, 
345. 

2  Act  29  April,  1S74,  g  12;  P.  L.  79. 

3  Id. 

4  Nor  (under  Act  29  April,  1874,  §7,)  while  the  holder  is  indebted  to  the  com- 
pany, unless  the  board  of  directors  consent  thereto ;  supra,  p.  22. 

5  By  the  preceding  section  the  original  subscriptions  are  to  be  paid  at  such  times 
as  the  directors  may  require;  supra,  p.  23. 

6  In  cases  of  insolvency  a  court  of  equity  or  bankruptcy  will  compel  such  calls  to 
be  made ;  supra,  p.  23,  n.  4  ;  Germantown  R.  R.  v.  Fitler,  10  P.  F.  Smith,  131. 

7  A  stockholder  sustains  a  triple  relation  to  the  corporation,  to  other  stockholders 
and  to  corporate  creditors,  and  hence  contracts  valid  or  invalid  between  two  of 
these  classes,  may  be  rejected  or  sustained  as  to  the  other  class ;  Graff  v.  Railroad 
Co.,  7  Casey,  489,  498;  Miller  v.  Railroad  Co.,  6  Xorris,  95;  Upton  v.  Englehart, 
3  Dillon,  49<).  The  subscription  to  the  capital  stock  creates  a  debt  which  cannot  be 
avoided  by  transfer  without  the  consent  of  the  company;  Graff  v.  Railroad  Co.  ubi 
supra  ;  Peterson  v.  Sinclair,  2  Xorris,  250;  and  when  made  prior  to  incorporation, 
can  thereafter  be  recovered  by  the  company;  but  an  unaccounted  delay  of  six  years 
in  prosecuting  the  work  and  making  calls,  bars  the  action;  Pittsburgh  &c.  R.  R. 
Co.  v.  Byers,  8  Casey,  22;  McCully  d.  Railroad  Co.,  Id.  25 ;  Pittsburgh  &c.  R.  R. 
Co.  v.  Graham,  12  Id.  77  ;  Pittsburgh  &c.  R.  R.  v.  Plummer,  1  Wright,  413;  aliter 
of  mere  delay  in  making  calls  ;  Allibone  v.  Hager,  10  Wright,  48  ;  [see  infra,  p.  34, 
for  the  time  within  which  corporations  created  hereunder  must  commence  and 
complete  their  work].  Many  eases  upon  the  subject  of  stockholders'  liability  are 
collected  in  Angell  &  Ames  on  <  Jorporations,  eh.  15  ;  Thompson's  Liability  of  Stock- 
holders. I  ().">,'  seq.  In  addition  thereto,  the  Pennsylvania,  and  more  recent  cases, 
tend  to  preserve  the  capital  intact.     It  is  no  defence  that  the  subscription  was  ob- 


26  GENERAL    CORPORATION 

by  a  stockholder,  whether  secured  by  pledge  or  otherwise,  shall  be 
considered  as  payment  of  any  part  of  the  capital  stock.1 

Stock  of  other  Corporations.2— And  it  shall  not  be  lawful  for 
any  such  corporation  to  use  any  of  its  funds  in  the  purchase  of  any 
stock  in  any  other  corporation,  or  to  hold  the  same,  except  as  collateral 
security  for  a  prior  indebtedness,  except  as  provided  in  section  thirty- 
seven  of  this  act.3 


12.  Power  to  Mortgage.4 — It  shall  be  lawful  for  all  corporations 
to  borrow  money  or  to  secure  any  indebtedness  created  by  them,  by 

tained  by  fraudulent  representations  of  an  agent  of  the  corporation,  unless  it  be  part 
of  a  scheme  of  fraud  participated  in  by  the  company  itself;  Custar  v.  Gas  Co.,  13 
P.  F.  Smith,  381;  Upton  v.  Englehart,  3  Dillon,  496  ;  nor  is  the  subscription  avoided 
by  the  grant  of  additional  privileges,  although  the  corporate  liabilities  are  inciden- 
tally increased  thereby ;  Cross  v.  Eailroad  Co.,  9  Norris,  392  ;  Gray  v.  Monongahela 
Co.,  2  W.  &  S.  156  ;  nor  by  beneficial  modifications  furthering  the  real  object  of  the 
undertaking;  Everhart  v.  Eailroad  Co.,  4  Casey,  353;  see  Southern  Pa.  E.  E.  r. 
Stevens,  6  Norris,  190;  but  the  termini  of  a  road  companv  form  part  of  the  con- 
tract ;  Manheim  Co.  v.  Arndt,  7  Casey,  317  ;  Caley  v.  Eail'road  Co.,  30  P.  F.  Smith, 
363.  The  charter  and  franchises  cannot  be  collaterally  attacked,  and  matters  of 
defence  to  this  effect  are  not  admissible  in  actions  for  assessments ;  Garrett  v.  Eail- 
road Co.,  28  P.  F.  Smith,  465 ;  Hanover  Junct'on  Co.  v.  Haldeman,  1  Norris, 
37 ;  Chubb  v.  Upton,  95  U.  S.  665.  Evidence  of  ratification  and  participation 
in  corporate  affairs  will,  of  course,  be  admissible  to  estop  a  subscriber  from  deny- 
ing an  otherwise  invalid  subscription ;  Philada.  &c.  E.  E.  Co.  v.  Cowell,  4  Casev, 
329 ;  McCully  v.  Eailroad  Co.,  8  Id.  25 ;  Hays  v.  Eailroad  Co.,  2  Wright,  8i  ; 
Craig  v.  Normal  School,  22  P.  F.  Smith,  46  ;  Commonwealth  v.  Insurance  Co.,  11 
Phila.  Eep.  550;  but  a  voluntary  payment  of  one  assessment  does  not  imply  a 
promise  to  pay  subsequent  calls;  Franks  Oil  Co.  v.  McCleary,  13  P.  F.  Smith, 
317  ;  Pittsburgh  Coal  Co.  v.  Otterson,  4  Weekly  Notes,  545.  So  it  is  no  defence 
that  an  original  subscriber  has  not  paid  the  percentage  required  to  be  certified  prior 
to  obtaining  the  charter ;  Garrett  v.  Eailroad  Co.,  28  P.  F.  Smith,  465 ;  see  Com- 
monwealth v.  Eailroad  Co,  3  Grant's  Cases,  200;  and  see  also  concurring  opinion, 
Bucher  r.  Eailroad  Co.,  26  P.  F.  Smith,  306;  and  an  attempted  release  of  certain 
subscribers  by  the  board  of  directors  is  an  act  in  excess  of  their  corporate  authority 
and  ineffectual ;  Bedford  Eailroad  Co.  v.  Bowser,  12  "Wright,  30.  Private  condi- 
tions annexed  to  subscriptions  made  prior  to  incorporation  are  invalid,  and  the 
subscription  will  be  absolute ;  Bavington  r.  Eailroad  Co.,  10  Casev,  358 ;  Nippe- 
nose  Co.  v.  Stadon,  18  P.  F.  Smith,  256;  Boyd  r.  Eailroad  Co.,  9  Norris,  169;  alitor 
of  conditional  subscriptions  after  incorporation;  Phila.  E.  E.  Co.  r.  Hickman,  4 
Casey,  318;  Caley  v.  Eailroad  Co.,  30  P.  F.  Smith,  363;  Hanover  Junction  Co.  v. 
Haldeman,  1  Norris,  37  ;  McCarty  v.  Eailroad  Co.,  6  Norris,  332 :  unless  construc- 
tively fraudulent  as  to  other  stockholders ;  Miller  v.  Eailroad  Co.,  6  Norris,  95. 

1  Boyd  v.  Eailroad  Co.,  9  Norris,  169 ;  McComb  v.  Credit  Mobilier,  5  Weekly 
Notes,  80;  Bailey  v.  Gas  Co.,  19  Pitts.  Leg.  Jour.  73.  Upon  payment  of  all  in- 
stalments the  stockholder  is  entitled  to  a  certificate ;  Johnson  v.  Eailroad  Co.,  40 
How.  Pr.  193. 

2  Act  29  April,  1874,  §  12 ;  P.  L.  39. 

3  The  exception  relates  solely  to  building  and  loan  associations ;  infra,  Sect.  34. 
By  Act  29  April,  1874,  ?  38,  clause  6,  it  is  provided  that  any  corporation  may  sub- 
scribe to,  take,  or  purchase  the  bonds  or  stock  of  any  companies  formed  for  the 
manufacture  of  iron,  steel  or  other  metal,  or  of  articles  of  commerce  from  wood  or 
metal,  or  may  guarantee  the  payment  of  such  bonds;  infra,  Sect.  35,  el.  6. 

4  Act  29  April,  1874,  \  13 ;  P.  L.  80. 


LAWS   OF   PENNSYLVANIA.  27 

issuing  bonds,  with  or  without  coupons  attached  thereto,  and  to  secure 
the  same  by  a  mortgage  or  mortgages  to  be  given  and  executed  to  a 
trustee  or  trustees,  for  the  use  of  the  bondholders,1  upon  their  real 
estate  and  machinery,2  or  on  their  real  estate  alone,  to  an  amount  not 
exceeding  one  half  of  the  capital  stock  of  the  corporation  paid  in,  and 
at  a  rate  of  interest  not  exceeding  six  per  centum  f  but  this  section 
shall  not  be  construed  to  prevent  mortgages  for  a  greater  amount  and 
at  a  high  rate  of  interest,  where  the  power  to  make  the  same  is 
expressly  given  by  the  terms  of  this  statute  to  certain  classes  of  corpo- 
rations, or  is  contained  in  the  charter  of  any  private  corporations  accept- 
ing this  act,  or  in  the  statutes  under  which  certain  other  classes  thereof 
are  by  the  provisions  of  this  statute  to  be  controlled,  governed  and 
managed.4 

Equity  Jurisdiction  in  Certain  Mortgages.5 — Each  of  the 
several  courts  of  common  pleas  of  this  commonwealth  shall  have  and 
exercise  all  the  powers  of  a  court  of  chancery,  in  all  cases  of  or  for 
enforcing  rights  under  mortgages  of  the  property  or  franchises  of  any 
coal,  iron,  steel,  lumber  or  oil,  or  any  mining,  manufacturing  or  trans- 
portation corporation,  where  such  property  or  franchises,  or  any  part 
thereof,  shall  be  situate  or  exercisable  within  the  limits  of  this  com- 
monwealth, and  belong  to  or  be  exercisable  by  any  domestic  corpora- 
tion or  any  foreign  corporation  under  permission  granted  by  the 
laws  of  this  commonwealth. 

6 When  the  corporation  shall  have  either  voluntarily  appeared  to 
any  suit  brought  under  or  covered  by  this  act,  or  shall  have  been 
duly  served  with  process,  the  court  in  which  such  suit  is  or  shall  be 
pending  shall  have  jurisdiction  of  the  subject-matter,  irrespective  of 
the  local  situation  in  this  State  of  the  mortgaged  premises ;  and  its 
process  to  enforce  any  interlocutory  or  final  order  or  decree  made  by 
such  courts,  in  relation  to  the  preservation,  custody,  sale  or  other 
disposition  of  the  mortgaged  premises,  may  be  executed  within  any 
county  of  the  State:  Provided,  That  when  such  mortgage  shall  have 

1  The  invalidity  of  the  mortgage  does  not  affect  the  liability  on  the  bonds;  Phila. 
R.  R.  Co.  v.  Lewis,  9  Casey,  33. 

2  Roberts'  Appeal,  10  P.  F.  Smith,  400 ;  Phila.  &c.  R.  R.  Co.  v.  Woelpper,  14  Id. 
366. 

3  When  not  otherwise  provided  by  statute,  a  mortgage  signed  and  acknowledged 
by  a  majority  of  the  board  of  directors,  and  sealed  with  the  corporate  seal,  is  suffi- 
ciently executed;  Gordon  v.  Preston,  1  Watts,  385.  The  Act  of  8  June,  1881,  P.  L. 
69,  (supra,  p.  7,  n.  2),  provides  that  a  copy  of  the  minutes  may  in  certain  cases  be 
evidence  in  proceedings  relating  to  property  mortgaged  or  transferred. 

4  Special  statutes  relate  to  mortgages  bv  gas  and  water  companies ;  Act  24  March, 
1877  ;  P.  L.  39;  quoted  infra,  Sect.  31,  cl.  3. 

By  exhibition  companies;  Act  17  April,  1878;  P.  L.  22. 

5  Act  23  March,  1877,  \  1 ;  P.  L.  32. 

6  Ibid,  \  2. 


28  GENERAL    CORPORATION 

been  given  by  a  corporation  having  a  corporate  existence  in  this  State 
only,  the  proceedings  upon  the  said  mortgage  shall  be  had  in  the 
county  within  which  the  principal  office  of  the  said  company  shall  be 
situate. 


13.  Liability  of  Stockholders.1 — The  stockholders  in  each  of 
said  corporations  shall  be  liable,  in  their  individual  capacity,  to  the 
amount  of  stock  held  by  each  of  them,2  for  all  work  or  labor  done3  to 
carry  on  the  operations  of  each  of  said  corporations  ;*  but  this  section 
shall  not  be  construed  to  increase  or  diminish  the  liability  of  stock- 
holders in  corporations  which,  by  the  terms  of  this  statute,  are  to  be 
governed,  controlled  and  managed  by  the  provisions  of  other  statutes, 
but  their  liability  shall  be  fixed  and  defined  by  the  terms  of  the  sta- 
tutes by  which  said  corporations  are  to  be  governed,  controlled  and 
managed.5 

Action  to  Enforce  Liabilities.6 — In  any  action  or  bill  in 
equity7  brought  to  enforce  any  liability  under  the  provisions  of  this 
act,  the  plaintiff  may  include  as  defendants,  any  one  or  more  of  the 
stockholders  of  such  corporation,  claimed  to  be  liable  therefor;  and  if 
judgment  be  given  in  favor  of  the  plaintiff  for  his  claim,  or  any  part 
thereof,  and  any  one  or  more  of  the  stockholders  so  made  defendants, 

1  Act  29  April,  §  14,  as  amended  by  Act  17  April,  1876,  \  3 ;  P.  L.  32. 

2  The  liability  exists,  although  the  stock  be  fully  paid ;  Patterson  v.  Wyomissing 
Co.,  4  Wright,  117  ;  and  is  entirely  ajiart  from  the  liability  of  the  officers  and  direc- 
tors under  Act  29  April,  1874,  \  39,  cl.  5,  6  and  9,  [infra,  Sect.  36]  ;  Hill  v.  Frazier, 
10  Harris,  320. 

3  The  Act  of  1874  provided  that  stockholders  should  be  liable  for  all  work  or 
labor  done  "  or  materials  furnished  ;"  but  the  amendment  of  1876  omitted  the  latter 
words.  For  classes  embraced  within  the  terms  "workmen  and  laborers,"  see  infra, 
Sect.  36,  cl.  11,  n. 

4  Statutes  imposing  individual  liability  for  corporate  debts,  being  in  derogation  of 
the  common  law,  are  strictly  construed ;  Mover  v.  Slate  Co.,  21  P.  F.  Smith,  293 ; 
Mean's  Appeal,  4  Norris,  75 ;  Weigley  v.  Coal  Co.,  5  Phila.  Rep.  67.  [Many  cases 
upon  this  liability  will  be  found  in  Thompson's  Liability  of  Stockholders,  \  25, 
103.] 

5  For  the  individual  liability  of  stockholders  in  mining,  manufacturing,  and  other 
corporations  embraced  within  Art.  XVIII.  of  "Corporations  ot  the  Second  Class," 
(supra,  p.  10),  see  infra,  Sect.  36,  cl.  11  and  n. 

For  the  individual  liability  of  stockholders  in  corporations  ior  the  manufacture 
of  iron,  steel,  metal,  or  of  articles  of  commerce  from  metal  or  wood,  see  infra,  Sect. 
35,  cl.  8. 

6  Act  29  April,  1874,  gl5 ;  P.  L.  80. 

7  As  the  individual  liability  of  stockholders  is  created  solely  by  statute,  and  does 
not  exist  at  common  law,  (supra,  n.  4,)  the  statute  which  creates  it  may  provide  the 
exclusive  manner  of  its  enforcement;  Pollard  v.  Bailey,  20  Wallace,  520,526; 
Brinham  v.  Coal  Co.,  11  Wright,  43 ;  Youghiogheny  Co.  v.  Evans,  22  P.  F.  Smith, 
331.  And  where  the  stockholders  defendant  are  also  creditors,  a  bill  in  equity  is 
the  more  appropriate  remedy ;  Mathez  v.  Neidig,  72  N.  Y.  100'. 


LAWS    OF    PENNSYLVANIA.  29 

shall  be  found  to  be  liable,  judgment  shall  be  given  against  him  or 
them.1 

Execution." — The  execution  upon  such  judgment  shall  be  first 
levied  on  the  property  of  such  corporation,  if  to  be  found  in  the  county 
where  the  chief  business  of  the  corporation  is  carried  on,  and  in  case 
such  property,  sufficient  to  satisfy  the  same,  cannot  be  found  in  said 
county,  the  deficiency,  or  so  much  thereof  as  the  stockholder  or  stock- 
holders, defendants,  in  such  judgment,  shall  be  liable  to  pay,  shall  be 
collected  of  the  property  of  such  stockholder  or  stockholders;1  on  the 
payment  of  any  judgment  as  aforesaid,  or  any  part  thereof,  by  one  or 
more  stockholders,  the  stockholder  or  stockholders  so  paying  the 
same  shall  be  entitled  to  have  such  judgment,  or  so  much  thereof  as 
may  have  been  paid  by  him  or  them,  assigned  to  him  or  them  for  his 
or  their  benefit,  with  power  to  enforce  the  same  in  manner  aforesaid, 
first  against  the  company,  and  in  case  the  amount  so  paid  by  him  or 
them  shall  not  be  collected  of  the  property  of  the  corporation,  then 
ratably  against  the  other  solvent  stockholders,  if  any  such  there  be, 
originally  liable  for  the  claim  on  which  such  judgment  was  obtained.4 

Limitation  of  Liability.5 — But  no  stockholder  shall  be  person- 
allv  liable  for  payment  of  any  debt  contracted  by  any  such  corpora- 
tion, unless  suit  for  the  collection  of  the  same  shall  be  brought  against 
such  stockholder  or  stockholders  within  six  months  after  such  debt 
shall  have  become  due. 

6The  officers  and  stockholders  of  corporations  organized  under  or 
accepting  the  provisions  of  this  act  shall  not  be  individually  liable 
for  the  debts  of  said  corporation  otherwise  than  in  this  [act]  provided. 

Service  of  Process  to  Enforce  Liability.7 — In  all  actions  or 

*To  enforce  this  liability,  the  stockholders,  or  a  portion  of  them,  must  be  joined 
in  the  action  against  the  corporation  ;  Hoard  v.  Wilcox,  11  Wright,  51  ;  s.  c.  2  P.  F. 
Smith,  377;  Wood  v.  Simons,  110  Mass.  116;  and  the  plaintiff  may  recover  against 
those  proved  to  be  stockholders,  notwithstanding  that  others  not  liable  may  have 
been  joined  as  defendants  ;  McHose  v.  Wheeler,  9  Wright,  32.  The  charter  is  prima 
facie  evidence  that  the  persons  named  therein  were  members,  and  the  defendants 
cannot  avoid  responsibility  by  reason  of  irregularities  in  the  organization  ;  McHose 
v.  Wheeler,  9  Wright,  32;  Patterson  o.  Wyomissing  Co.,  4  Id.  117. 

2  Act  29  April,  1874,  \  15;  P.  L.  80. 

3  The  liability  of  stockholders  is  secondary  and  cannot  be  enforced  until  the 
assets  of  the  primary  debtor — the  corporation— are  exhausted;  Patterson  v.  Wyo- 
missing Co.,  4  Wright,  117;  Mansfield  Iron  Co.  v.  Willcox,  2  P.  F.  Smith,  377  ; 
Mean's  Appeal,  4  Norris,  75. 

*This  provision  of  the  section  (which  was  taken  from  the  Act  of  7  April,  1849; 
P.  L.  568),  was  construed  in  Brinham  v.  Coal  Co.,  11  Wright,  43. 

5  Act  29  April,  1874,  \  15  ;  P.  L.  80. 

6  Act  29  April,  1874,  \  24 ;  P.  L.  83. 

7  Act  14  May,  1874 ;  P.  L.  146. 


30  GENERAL   CORPORATION 

proceedings  now  or  hereafter  brought  or  instituted  in  any  county 
within  this  commonwealth,  to  charge  the  stockholders  of  any  corpo- 
ration with  any  of  the  debts  of  such  corporation,  or  to  enforce  pay- 
ment of  instalments  due  upon  stock,  service  of  summons  or  other  pro- 
cess, may  be  made  upon  the  stockholders  resident  within  such  county 
in  the  same  manner  as  writs  of  summons  are  now  directed  to  be 
served,  and  upon  those  residing  in  other  counties  of  this  common- 
wealth by  the  sheriff  of  the  county  in  which  they  may  respectively 
reside,  and  upon  those  non-residents  of  this  commonwealth  by  pub- 
lication for  four  successive  publications  in  a  newspaper  published 
within  the  county  where  such  action  or  proceeding  is  brought  or  in- 
stituted, and  also  in  the  state  in  which  such  non-residents  may  reside, 
as  the  court  from  which  such  action  or  proceedings  shall  issue  may 
direct,  and  a  copy  of  such  publication  shall  be  mailed  to  the  post  office 
address  of  such  non-resident  stockholders,  if  such  address  can  be 
ascertained. 


14.  Preferred  Stock.1 — Every  corporation  created  under  the 
provisions  of  this  act,  or  accepting  its  provisions,  may,  with  the  con- 
sent of  a  majority  in  interest  of  its  stockholders,  obtaining  [obtained] 
at  a  meeting  to  be  called  for  that  purpose,  of  which  public  notice  shall 
be  given  during  thirty  days  in  a  newspaper  of  the  proper  county, 
issue  preferred  stock  of  the  corporation,  the  holders  of  which  pre- 
ferred stock  shall  be  entitled  to  receive  such  dividends  thereon  as  the 
board  of  directors  of  the  corporation  may  prescribe,  payable  only  out 
of  the  net  earnings  of  the  corporation.2 


15.  Property  may  be  taken  for  Stock— Deferred  Stock.3 — 

Every  corporation  created  under  the  provisions  of  this  act  or  accepting 
its  provisions,  may  take  such  real  and  personal  estate,  mineral  rights, 
patent  rights  and  other  property,  as  is  necessary  for  the  purposes  of  its 
organizations  and  business,4  and  issue  stock  to  the  amount  of  the  value 
thereof,  in  payment  thereof,  and  the  stock  so  issued  shall  be  declared 
and  taken  to  be  full  paid  stock,  and  not  liable  to  any  further  calls  or 
assessments ;  and  in  the  charter  and  the  certificates  and  statements  to 
be  made  by  the  subscribers  and  officers  of  the  corporation,  such  stock 
shall  not  be  stated  or  certified  as  having  been  issued  for  cash  paid  into 
the  company,  but  shall  be  stated  or  certified  in  this  respect  according 


1  Act  29  April,  1874,  g  16 ;  P.  L.  81. 

2  West  Chester  E.  K.  Co.  v.  Jackson,  27  P.  F.  Smith,  321. 

3  Act  29  April,  1874,  \  17,  as  amended  by  Act  17  April,  1876,  \  4 ;  P.  L.  32. 

4  Hence  a  corporation  cannot  issue  full  paid  stock  for  bonds ;  O.  A.  G.,  26  Febru- 
ary, 1877. 


LAWS   OF   PENNSYLVANIA.  31 

to  the  fact;1  and  the  executors  or  administrators  of  any  deceased  ten- 
ant in  common  of  lands,  mines  and  mineral  rights  so  proposed  to  be 
taken  may,  and  they  are  hereby  authorized,  to  convey  the  individual 
estate  and  interest  of  such  decedent  therein  to  such  company,  receiv- 
ing therefor  so  much  stock  in  such  company  as  the  said  decedent 
would  have  been  entitled  to  receive  in  his  lifetime,  to  be  held  in  the 
same  manner  as  the  lands:  Provided,  That  no  directions  or  limita- 
tions contained  in  any  last  will  and  testament  of  such  decedent  shall 
be  in  any  manner  interfered  with  :  And  provided,  That  before  making 
such  conveyance,  such  executors  or  administrators  shall  give  sufficient 
security,  to  be  approved  by  the  orphans'  court  having  jurisdiction  of 
their  accounts,  for  the  faithful  application  of  the  stock  received 
therefor. 

Fictitious  Increase  Prohibited.2 — No  such  corporation  shall 
issue  either  bonds  or  stock  except  for  money,  labor  done  or  money 
or  property  actually  received,  and  all  fictitious  increase  of  stock  or 
indebtedness  in  any  form  shall  be  void.3 


16.  Deferred  Stock.4 — Every  such  corporation  may  provide  for 
the  issue  of  deferred  stock  in  payment  for  such  real  or  personal  estate 
or  mineral  rights,  and  if  so  provided,  it  shall  be  expressly  stated  in 
the  charter  filed,  or  in  a  certificate  to  be  made  and  recorded,  or  in  the 
acceptance  of  this  statute,  to  be  filed  by  any  corporation  accepting  its 
provisions,  with  the  amount  of  such  deferred  stock,  and  the  consider- 
ation of  the  same,  and  the  terms  on  which  the  same  shall  be  issued  : 
and  the  said  stock  may  be  made  to  await  payments  of  dividends 
thereon,  until  out  of  the  net  earnings  at  least  five  per  centum  has 
been  declared  and  paid  upon  the  other  full  paid  stock  of  the  corpo- 
ration. 


17.  Increase  of  Capital  Stock  or  Indebtedness.5— The  capi- 
tal stock  or  indebtedness6  of  any  corporation  to  be  created  under 
the  provisions  of  this  statute  or  accepting  its  provisions,  may  be  in- 
creased, from  time  to  time,  by  the  consent  of  the  persons  or  bodies 

1  And  in  addition  the  certificate  must,  under  \  3,  state  that  ten  per  cent,  of  the  cap- 
ital stock  has  been  paid  in  cash;  O.  A.  G.,  26  April,  1876;  Id.  23  June,  1876  : 
supra,  p.  14. 

2  Act  29  April,  1874,  1 17,  as  amended  by  Act  17  April,  1876,  §4 ;  P.  L.  32. 

3  Constitution  of  Pennsylvania,  Art.  XVI.,  sect.  7. 

4  Act  29  April,  1874,  §  17,  as  amended  by  Act  17  April,  1876,  g  4;  P-  L.  32. 

5  Act  29  April,  1874,  \  18;  P.  L.  81;  Constitution  of  Pennsylvania,  Art.  XVI.. 
Sect.  7. 

6  A  mortgage  to  secure  an  existing  debt  is  not  an  increase  of  indebtedness ;  Ahl 
v.  Rhoads,  3  Norris,  319. 


32  GENERAL    CORPORATION 

corporate  holding  the  larger  amount  in  value  of  the  stock  of  such 
company,1  to  such  amount  as  such  corporation  is  by  this  act  au- 
thorized to  increase  its  capital  stock  or  indebtedness,2  but  such  in- 
crease shall  only  be  made  for  money,  labor  done,  or  money  or  property 
actually  received.3 

Meeting  of  Stockholders  therefor.4 — Any  such  corporation 
desirous  of  increasing  its  capital  stock  or  indebtedness  as  provided 
by  this  act,  shall,  by  a  resolution  of  its  board  of  directors,  call  a  meet- 
ing of  its  stockholders  therefor,  which  meeting  shall  be  held  at  its 
chief  office  or  place  of  business  in  this  commonwealth  ;  and  notice  of 
the  time,  place  and  object  of  said  meeting,  shall  be  published  once  a 
week  for  sixty  days  prior  to  such  meeting,  in  at  least  one  newspaper 
published  in  the  county,  city  or  borough  wherein  such  office  or  place 
of  business  is  situate. 

Election  to  Increase  Capital  or  Indebtedness.5 — At  the 
meeting  called,  pursuant  to  the  nineteenth  section  of  this  act, 
an  election  of  the  stockholders  of  such  corporation  shall  be  taken 
for  or  against  such  increase,  which  shall  be  conducted  by  three 
judges,  stockholders  of  said  corporation,  appointed  by  the  board 
of. directors  to  hold  said  election,  and  if  one  or  more  of  said 
judges  be  absent,  the  judge  or  judges  present  shall  appoint  a  judge  or 
judges,  who  shall  act  in  the  place  of  the  judge  or  judges  absent,  and 
who  shall  respectively  take  and  subscribe  an  oath  or  affirmation, 
before  an  officer  authorized  by  law  to  administer  the  same,  well  and 
truly,  and  according  to  law,  to  conduct  such  election  to  the  best  of 
their  ability;  and  the  said  judges  shall  decide  upon  the  qualification 
of  voters,  and  when  the  election  is  closed  count  the  number  of  shares 
voted  for  and  against  such  increase,  and  declare  whether  the  persons 
or  bodies  corporate  holding  the  larger  amount  of  the  stock  of  such 
corporation  have  consented  to  such  increase,  or  refused  to  consent 
thereto,. and  shall  make  out  duplicate  returns  of  said  election,  stating 
the  number  of  shares  of  stock  that  voted  for  such  increase,  and  the 

1  The  board  of  directors  have  no  such  power;  Railway  Co.  r.  Allerton,  IS  Wal- 
lace, 233  ;  Eidman  v.  Bowman,  58  111.  444. 

2  The  right  to  issue  the  stock  is  a  franchise  held  by  the  corporation  in  trust  for 
all  the  corporators,  and  cannot  be  disposed  of  unequally;  Montgomery  Bank  v. 
Reese,  2  Casey,  143;  7  Casey,  78;  Scott  v.  Curry,  4  P.  F.  Smith,  270;  Gray  v.  Port- 
land Bank,  3  Mass.  365. 

3  The  constitution  provides  [Art  16,  ?  7  :]  "No  corporation  shall  issue  stocks  or 
bonds  except  for  money,  labor  done,  or  money  or  property  actually  received  ;  and 
all  fictitious  increase  of  stock  or  indebtedness  shall  be  void.  The  stock  and  indebt- 
edness of  corporations  shall  not  be  increased  except  in  pursuance  of  general  law, 
nor  without  the  consent  of  the  persons  holding  the  larger  amount  in  value  of  the 
stock,  first  obtained  at  a  meeting  to  be  held  after  sixty  days'  notice  given  in  pursu- 
ance of  law." 

*  Act  29  April,  1874,  \  19  ;  P.  L.  82. 

5  Act  29  April,  1874,  \  20 ;  P.  L.  82. 


LAWS    OF    PENNSYLVANIA.  33 

number  that  voted  against  such  increase,  and  subscribe  and  deliver 
the  same  to  one  of  the  chief  officers  of  said  company. 

Voting  thereon.1 — Each  ballot  shall  have  endorsed  thereon  the 
number  of  shares  thereby  represented,  and  be  signed  by  the  holder 
thereof,  or  by  the  person  holding  a  proxy  therefor ;  but  no  share  or 
shares  transferred  within  sixty  days  shall  entitle  the  holder  or  holders 
thereof  to  vote  at  such  election  or  meeting,2  nor  shall  any  proxy  be 
received,  or  entitle  the  holder  to  vote,  unless  the  same  shall  bear  date 
and  have  been  executed  within  three  months  next  preceding  such  elec- 
tion or  meeting ;  and  it  shall  be  the  duty  of  such  corporation  to  furnish 
the  judges  at  said  meeting  with  a  statement  of  the  amount  of  its  capital 
stock,  with  the  names  of  persons  or  bodies  corporate  holding  the 
same,  and  number  of  shares  by  each  respectively  held,  which  state- 
ment shall  be  signed  by  one  of  the  chief  officers  of  such  corporation, 
with  an  affidavit  thereto  annexed,  that  the  same  is  true  and  correct  to 
the  best  of  his  knowledge  and  belief. 


&" 


Return  of  Election  thereof.3 — It  shall  be  the  duty  of  such 
corporation,  if  consent  is  given  to  such  increase,  to  file  in  the  office  of 
the  secretary  of  the  commonwealth,  within  thirty  days  after  such  elec- 
tion or  meeting,  one  of  the  copies  of  the  return  of  such  election  provi- 
ded for  by  the  twentieth  section  of  this  act,  with  a  copy  of  the  resolu- 
tion and  notice  calling  same  thereto  annexed  ;  and  upon  the  increase  of 
the  capital  stock  or  indebtedness  of  such  corporation  made  pursuant 
thereto,  it  shall  be  the  duty  of  the  president  or  treasurer  of  such  cor- 
poration, within  thirty  days  thereafter,  to  make  a  return  to  the  secre- 
tary of  the  coninionwealth,  under  oath,  of  the  amount  of  such  in- 
crease and  terms  of  the  same,  that  is  to  say,  the  terms  on  which 
additional  stock  is  issued  f  and  in  case  of  neglect  or  omission  so  to 
do,  the  corporation  shall  be  subject  to  a  penalty  of  five  thousand  dol- 
lars, which  penalty  shall  be  collected  on  an  account  settled  by  the 
auditor  general  and  state  treasurer,  as  accounts  for  taxes  due  the  com- 
monwealth are  settled  and  collected  ;  and  the  secretary  of  the  common- 
wealth shall  cause  said  returns  to  be  recorded  in  a  book  to  be  kept 
for  that  purpose,  and  furnish  a  certified  copy  of  the  same  to  the 
auditor  general,  and  the  corporation  shall  have  the  right  to  recover 
the  same  from  the  officer  neglecting  or  omitting  to  file  the  return  as 
aforesaid. 

1  Act  29  April,  1874,  §  21 ;  P.  L.  82. 

2  And  under  Section  11,  [sttpro,  p  24,]  "no  stockholder  shall  be  entitled  to  vote 
at  any  election  or  at  any  meeting  of  stockholders,  on  whose  share  or  shares  any  in- 
stalments or  arrearages  may  have  been  due  and  unpaid  for  the  period  of  thirty  days 
immediately  preceding  such  election  or  meeting." 

3  Act  29  April,  1874,  §  22 ;  P.  L.  83. 

4  Unpaid  subscriptions  to  additional  stock  constitute  such  increase;  O.  A.  <>..  -1 
December,  1874.  The  fees  of  the  Secretary  of  the  Commonwealth  upon  such  re- 
turn are  twenty-five  dollars,  under  Act  of  28  March,  1873,  [P.  L.  53;]  Be  Alliance 
Coal  Mining  Co.,  O.  A.  G.,  19  July,  1877. 


34  GENERAL    CORPORATION 

18.  Reduction  of  Capital  Stock.1— Any  corporation  created 
under  the  provisions  of  this  act,  and  any  corporation  of  the  classes 
named  in  the  second  section  hereof,  that  is  now  in  existence  by  virtue 
of  any  law  of  this  commonwealth,2  may  reduce  its  capital  stock  or  alter 
and  change  the  par  value  of  the  shares  thereof,  by  a  vote  of  the  stock- 
holders taken  in  the  manner  and  under  the  regulations  prescribed  in  the 
eighteenth,  nineteenth,  twentieth,  twenty-first  and  twenty-second  sec- 
tions of  this  act  f  and  it  shall  be  lawful  for  any  corporation  in  die 
same  manner  to  sell,  assign,  dispose  of  and  convey  to  any  corporation 
created  under  or  accepting  the  provisions  of  this  act,  its  franchises,  and 
all  its  property,  real,  personal  and  mixed,  and  thereafter  such  corpo- 
ration shall  cease  to  exist,  aud  the  said  property  and  franchises  not 
inconsistent  with  this  act,  shall  thereafter  be  vested  in  the  corporation 
so  purchasing  as  aforesaid. 

19.  Construction  of  Grant  of  Power— Future  Modifica- 
tion of  Act.4 — The  incorporation  of  any  association  of  persons  for  the 
purposes  named  in  this  act,  or  accepting  the  same,  shall  be  held  and 
taken  to  be  of  the  same  force  aud  effect  as  if  the  powers  and  privi- 
leges conferred,  and  the  duties  enjoined,  had  been  conferred  and  en- 
joined by  special  act  of  the  legislature,  and  the  franchises  granted 
shall  be  construed  according  to  the  same  rules  of  law  and  equity  as 
if  it  had  been  created  by  special  charter,  and  no  modification  or  re- 
peal of  this  act  shall  affect  any  franchise  obtained  under  the  provi- 
sions of  the  same.5 

20.  When  Work  to  be  Commenced  and  Completed.6— If 

any  company  incorporated  under  this  act,  or  the  act  to  which  this  is 
a  supplement,7  shall  not  proceed  to  carry  on  its  work,  and  construct 
its  necessary  buildings,  structures  or  improvements   within  the  space 

1  Act  29  April,  1374,  \  23,  as  amended  by  Act  17  April,  1876,  \  5 ;  P.  L.  33. 

2  But  such  corporation  must  first  accept  the  provisions  of  the  constitution  and  of 
this  Act;  O.  A.  G.,  21  August,  ls77. 

3  Supra,  p.  31-33.  These  regulations  must  be  strictly  pursued,  any  departure 
therefrom  rendering  the  reduction  invalid  ;  O.  A.  G.,  20  August,  181  i . 

4  Act  29  April,  1874 ,  \  25  ;  P.  L.  83. 

5  Such  francbises  may  however  be  taken  by  the  exercise  of  the  right  of  emi- 
nent domain  under  the  constitution  of  Pennsylvania,  Art.  XVI.  §3,  which  pro- 
vides :  "The  exercise  of  the  right  of  eminent  domain  shall  never  be  abridged  or  so 
construed  as  to  prevent  the  General  Assembly  from  taking  the  property  and  fran- 
chises of  incorporated  companies,  and  subjecting  them  to  public  use  the  same  as  the 
property  of  individuals ;  and  the  exercise  of  the  police  power  of  the  State  shall 
never  be  abridged  or  so  construed  as  to  permit  corporations  to  conduct  their  busi- 
ness in  such  manner  as  to  infringe  the  equal  rights  of  individuals  or  the  general 
well-being  of  the  State." 

6  Act  17  April,  1876,  \  11 ;  P.  L.  37. 

7  That  is,  the  Act  of  29  April,  1S74. 


LAWS    OF    PENNSYLVANIA.  35 

of  two  years  from  the  date  of  its  letters  patent,  and  .shall  not  within 
the  space  of  five  years  thereafter  complete  the  same,  the  rights  and 
privileges  thereby  granted  to  said  corporation  shall  revert  to  the  com- 
monwealth.1 


21.  Return  to  Auditor  General.- — No  corporation  of  the  se- 
cond class  shall  go  into  operation  without  first  having  the  Dame  of  the 

institution  or  company,  the  date  of  incorporation,  the  place  of  busi- 
ness, the  amount  of  capital  paid  in,  and  the  names  of  the  president 
and  treasurer  of  the  same  registered,  in  the  office  of  the  auditor  gen- 
eral ;  and  any  such  institution  or  company  which  shall  neglect  or  re- 
fuse to  comply  with  the  provisions  of  this  section,  shall  be  subject  to 
a  penalty  of  live  hundred  dollars,  which  penalty  shall  be  collected  on 
an  account  settled  by  the  auditor  general  and  state  treasurer  as  taxes 
on  capital  stock  are  settled  and  collected. 


22.  Acceptance  of  Act  by  Existing  Corporations.'— Any 
corporation  or  corporations  for  any  of  the  purposes  named  and  covered 
by  the  provisions  of  this  act,  heretofore  created  by  any  special  act  or 
acts,  or  in  existence  under  the  provisions  of  any  general  law  of  this 
commonwealth,4  shall  be  entitled  to  all  the  privileges,  immunities, 
franchises  and  powers  conferred  by  this  act  upon  corporations  to  be 
created  under  the  same,  upon  filing  in  the  office  of  the  secretary-  of 
the  commonwealth  a  certificate  of  a  single  corporation,  or  a  joint  cer- 
tificate if  two  or  more  corporations  incorporated  for  and  doing  the 
same  kind  of  business,  under  the  seal  or  seals  of  said  corporation  or 
corporations,  accepting  the  provisions  of  the  constitution  and  of  this 
act,  duly  authorized  by  a  meeting  of  stockholders  called  for  that  pur- 
pose; and  upon  such  acceptance  and  approval  by  the  governor,  he 
shall  issue  letters  patent  to  said  corporation,  or  if  two  or  more  corpo- 
rations, to  said  corporations  as  one  corporation,  under  such  name  as 
shall  be  designated  by  said  corporation  or  corporations  in  said  single 
or  joint  certificate,  together  with  the  amount  and  capital,  number  of 
shares  and  par  value  thereof,  as  shall  be  designated  by  said  corpora - 

lAnd  the  company  cannot  thereafter  maintain  an  action  for  an  unpaid  subscrip- 
tion ;  McCally  v.  Kailroad  Co.,  8  <  !asey,  25. 

2  Act  29  April,  1874,  £26,  as  amended  by  Act  17  April,  1876,  \  6;  P.  L.33.  This 
section  does  not  apply  to  mutual  savings  fund  or  building  and  loan  associations ;  (Act 
10  April,  1879,  \  8;  P.  L.  18,  infra,  Sect.  M  :  but  the  section  itself  is  practically 
supplied  by  the  Act  of  7  June,  1879,  \  1,  [P.  L.  112,]  quoted  supra,  p.  18. 

3  Act  29  April.  1874,  \  26,  as  amended  by  Act  of  17  April,  1876,  \  6;  P.  L.  33. 

4Thi>  duos  not  include  corporations  of  the  first  class;  they  are  covered  by  Art 
29  April.  1874,  §  42,  [infra,  page  41] ;  Be  Women's  Christian  Association.  < '.  A.  I ... 
20  November,  1876.     % 


36  GENERAL   CORPORATION 

tion  or  corporations  in  said  certificate  :*  Pi'ovided,  That  where  two  or 
more  corporations  shall  make  a  joint  certificate  as  aforesaid,  and  let- 
ters patent  shall  be  issued  to  said  new  corporation,  said  corporations 
shall  thenceforth  be  deemed,  held  and  taken  to  be  merged  and  con- 
solidated, and  be  subject  to  all  the  limitations  and  liabilities  of  this 
act. 


23.  Re- Chartering  Existing  Corporations.2— Corporations 

created  by  or  under  the  laws  of  this  State,  embraced  within  either  of 
the  classes  named  in  section  two  of  this  act,  the  charters  whereof  are 
about  to  expire  by  lapse  of  time  from  their  own  limitation,  may  be 
re-chartered,  or  the  charters  thereof  renewed,  under  the  provisions  of 
this  act,  by  preparing,  having  approved  and  recorded  the  certificate 
named  in  said  section  for  the  class  of  corporation  of  which  the  same 
is  one,  in  addition  to  the  requirements  provided  in  this  act  for  a  new 
corporation  f  the  certificate  for  a  re-charter  shall  state  the  fact  that  it 
is  a  renewal  of  the  former  charter,  naming  the  corporation  and  the 
date  of  its  first  charter.  It  shall  also  be  accompanied  with  a  certifi- 
cate, under  the  seal  of  the  corporation,  showing  the  consent  of  at 
least  a  majority  in  interest  of  such  corporation  to  such  re-charter. 
It  shall  also  state  the  financial  condition  of  the  said  corporation  at 
the  date  of  such  certificate,  showing  capital  stock  paid  in,  funded 
debt,  floating  debt,  estimated  value  of  property,  and  cash  assets,  if 
any.  It  shall  expressly  accept  the  provisions  of  the  constitution  of 
this  State  and  of  this  act,  and  expressly  surrender  all  privileges  con- 
ferred upon  such  corporation  by  its  original  charter  that  are  not  en- 
joyed by  corporations  of  its  class  under  this  act  or  general  laws  of 
this  commonwealth.4 

Effect  of  Re-Charter/' — From  the  date  of  recording  of  such  cer- 
tificate, if  the  corporation  be  of  the  first  class  named  in  section  two 
of  this  act,  and  from  the  date  of  letters  patent,  if  of  the  second  class, 
the  said  re-chartered  corporation  shall  be  and  exist  as  a  new  corpora- 
tion under  the  provisions  of  this  act  and  of  its  said  renewed  charter ; 
and  all  of  the  rights,  privileges,  powers,  immunities,  lands,  property 
and  assets,  of  whatever  kind  or  character  the  same  may  be,  possessed 

1  When  corporations  existing  prior  to  the  Act  of  1874,  and  accepting  its  provi- 
sions, have  paid  a  bonus  upon  their  capital  stock,  they  are  not  required  to  pay  an 
additional  bonus  under  Act  29  April,  1874,  \  44,  [injra,  p.  42  ;]  O.  A.  G.,  9  Novem- 
ber, 1874 ;  aliter  as  to  corporations  seeking  a  re-charter  under  Section  40  of  Act  of 
29  April,  1874 ;  O.  A.  G.,  4  March,  1879. 

2  Act  29  April,  1874,  §40 ;  P.  L.  103. 

3  Notice  must  be  given  by  advertisement  as  in  the  case  of  original  applications, 
supra,  p.  13;  Re  Port  Triverton  &c.  Ferry  Co.;  O.  A.  G.,  8  January,  1S76. 

4  Such  re-chartered  corporation  must  pav  the  bonus  required  by  Act  29  April,  1874, 
1 44,  {infra,  p.  42 ;]  O.  A.  G.,  4  March,  1879. 

5  Act  29  April,  1874,  §40;  P.  L.  103. 


LAWS   OF   PENNSYLVANIA.  37 

and  owned  by  the  said  original  corporation,  shall  vest  in  and  be 
owned  and  enjoyed  by  the  said  re-chartered  corporation,  as  fully  and 
with  like  effect  as  if  its  original  charter  had  not  expired,  save  as  herein 
and  by  said  certificate  expressly  stated  otherwise ;  and  all  suits,  claims 
and  demands  by  said  corporations  in  existence  at  the  date  of  such  re- 
charter,  shall  and  may  be  sued,  prosecuted  and  collected,  under  the 
laws  governing  the  said  corporation  prior  to  its  re-charter,  and  all 
claims  and  demands  of  every  nature  and  character  in  existence  at  said 
re-charter,  may  be  collected  from  and  off  the  said  re-chartered  corpo- 
ration, as  fully  and  with  like  effect  as  if  no  change  had  taken  place. 


24.  Assessment  of  Damages — Petition.1 — In  all  cases  in 
which,  under  the  provisions  of  this  act,  any  corporation  is  permitted  to 
take  waters,  streams,  lands,  property,  materials  or  franchises  for  the 
public  purposes  thereof,  and  the  said  corporation  cannot  agree  with  the 
owner  or  owners  of  any  such  waters,  streams,  lands,  materials  or 
franchises,  for  the  compensation  proper  for  the  damage  done  or  likely 
to  be  done  to  or  sustained  by  any  such  owner  or  owners  of  such 
waters,  streams,  land  or  materials,  which  such  corporation  may  enter 
upon,  use  or  take  away,  in  pursuance  of  the  authority  herein  given, 
or  by  reason  of  the  absence  or  legal  incapacity  of  any  such  owner  or 
owners,  no  such  compensation  can  be  agreed  upon,  the  court  of  com- 
mon pleas  of  the  proper  county,  on  application  thereto,  by  petition,- 
either  by  said  corporation  or  by  the  owner  or  owners3  or  anv  one  in 
behalf  of  either,  shall  appoint  five  discreet  and  disinterested  free- 
holders of  the  proper  county,  and  appoint  a  time  not  less  than  ten 
nor  more  than  twenty  days  thereafter,  for  said  viewers  to  meet  at  or 


1  Act  29  April,  1874,  \  41 ;  P.  L.  104.  This  section  is  substantially  taken  from  Act  of 
19  February,  1849,  \  11 ;  P.  L.  84. 

The  constitution  provides  [Art.  XVI.,  §8,]  'Municipal  and  other  corporations 
and  individuals  invested  with  the  privilege  of  taking  private  property  for  public 
use  shall  make  just  compensation  for  property  taken,  injured  or  destroyed  by  the 
construction  or  enlargement  of  their  works,  highways  or  improvements,  which* com- 
pensation shall  be  paid  or  secured  before  such  taking,  injury  or  destruction." 
Entry  prior  to  such  compensation  or  security  is  tortious;  Western  Pa.  R.  R.  v. 
Johnston,  9  P.  F.  Smith.  290;  McClinton  r.  R.  R.,  16  Id.  404  ;  and  will  be  enjoined  ; 
Bonaparte  v.  R.  R.,  1  Baldwin,  205  ;  Jar  den  v.  R.  R.,  3  Wharton,  502;  Shenandoah 
Co.'s  Appeal,  2  Weekly  Notes  ('as.  47. 

2  The  petition  should  follow  the  act;  Quigley's  Case,  3  Pa.  Rep.  139;  Reiten- 
baugh  v.  R.  R.,  9  Harris,  100 ;  but  may  be  amended ;  Penna.  &c.  R.  R.  r.  Bunnell, 
31  P.  F.  Smith,  414;  and  the  statements  therein  should  be  verified  by  affidayn. 
and  notice  thereof  be  given  to  the  other  party;  Reitenbaugh  v.  R.  R.,  ubi  supra. 

3  The  act  includes  "  All  owners  of  titles  in  or  growing  out  of  land  whose  rights  are 
capable  of  actual  privation  by  the  taking";  Phila.  &c.  R.  R.  v.  Williams,  1  I'.  F. 
Smith,  109  ;  hence  a  tenant  for  life  is  an  owner  within  the  statute;  Harrisburg  . 
Craugn,  •">  Watts  &  Serg.  460;  Railroad  v.  Boyer,  1  Harris,  497  ;  Passmore  v.  R,  R., 
9  Phila.  Rep.  579 ;  and  so  is  a  tenant  for  years  ;  North  Penn.  R.  R.  r.  Davi-.  _'  <  !asey, 
238  ;   Turnpike  Road  v.  Brosi,  10  Harris,  29 ;  Brown  v.  Powell,  1   Casey,  229.     [In 

4 


38  GENERAL    CORPORATION 

upon  the  premises  where  the  damages  are  alleged  to  be  sustained,  or 
the  property  taken,  of  which  time  and  place  five  days'  notice  shall  be 
given  by  the  petitioner  to  the  said  viewers  and  the  other  party.1 

Viewers.2 — And  the  said  viewers,  or  any  three  of  them,  having 
been  first  duly  sworn  or  affirmed  faithfully,  justly  and  impartially  to 
decide  and  true  report  to  make  concerning  all  matters  and  things  to 
be  submitted  to  them,  and  in  relation  to  which  they  are  authorized  to 
inquire  in  pursuance  of  the  provisions  of  this  act,  and  having  viewed 
the  premises,  they  shall  estimate  and  determine  the  quantity,  quality 
and  value  of  said  lands,  streams  or  property  so  taken  or  occupied,  or 
to  be  taken  or  occupied,  or  the  materials  so  used  or  taken  away, 
as  the  case  may  be,  and  having  a  due  regard  to  and  making  just 
allowance  for  the  advantages  which  may  have  resulted,  or  which 
may  seem  likely  to  result  to  the  owner  or  owners  of  said  streams,3 
land  or  materials,  in  consequence  of  the  making  the  improvements 
or  conducting  the  operations  of  such  corporation  or  of  the  construc- 
tion of  works  for  which  the  property  is  to  be  taken ;  and  after 
having  made  a  fair  and  just  comparison  of  said  advantages  and 
disadvantages,  they  shall  estimate  and  determine  whether  any,  and 
if  any,   what  amount  of  damages  has  been  or  may  be   sustained,4 


Pittsburgh  R.  R.  v.  Bentley,  7  Norris,  178,  it  was  held  that  the  admission  of  life 
insurance  tables  to  determine  the  probable  duration  of  the  life  tenant's  existence, 
was  not  error,  although  the  contrary  had  been  somewhat  broadly  decided  in  the 
prior  case  of  Shippen's  Appeal,  30  P.  F.  Smith,  391.]  They  must,  however,  be 
owners  at  the  time  of  the  taking;  Phila.  &c.  K.  K.  v.  Lawrence,  1  Leg.  Chron.  404. 
An  owner  of  a  ground  rent  cannot  petition  ;  Workman  v.  Mifflin,  6  Casey,  371 :  but 
if  the  property  taken  is  subject  to  a  ground  rent,  the  owner  of  the  rent  will  be  com- 
pensated by  appropriate  proceedings ;  Voegtly  v.  R.  R.,  2  Grant's  Cas.  243 ;  Powell 
v.  Whitaker,  7  Norris,  445. 

1  Notice  must  be  given  to  the  owners  of  each  property  taken  ;  Reitenbaugh  v.  R. 
R.,  9  Harris,  104. 

2  Act  29  April,  1874,  §41 ;  P.  L.  104. 

3  Appropriating  the  water  of  a  non-navigable  stream  entitles  the  owner  of  adja- 
cent land  to  damages;  Shenandoah  Co.'s  Appeal,  2  Weekly  Notes  Cas.  46.  In 
Union  Canal  Co.  v.  Stump,  32  P.  F.  Smith,  355,  the  question  was  discussed  whether 
after  the  payment  of  damages  for  diverting  a  stream,  a  permanent  increased  diver- 
sion thereof  amounted  to  a  new  taking,  but  the  point  was  not  decided. 

4  The  statute  "  In  terms  authorizes  compensation  for  damages  purely  consequen- 
tial," (Hoffer  v.  Canal  Co.,  6  Norris,  221),  and  recovery  can  therefore  be  had  for  all 
direct  or  indirect  damages  capable  of  ascertainment  which  amount  to  the  depriva- 
tion of  a  common  law  right ;  Lehigh  Yallev  R.  R.  v.  Trone,  4  Casey,  206  ;  Watson 
v.  R.  R.,  1  Wright,  469;  East  Pa.  R.  R,  v.  Hottenstine,  11  Id.  30;  Western  Pa. 
R.  R.  v.  Hill,  6  P.  F.  Smith,  460;  Wilmington  &c.  R.  R.  v.  Stauner,  10  Id.  374; 
Pittsburgh  &c.  R.  R.  v.  Rose,  24  Id.  362 ;  Hoffer  v.  Canal  Co.,  supra.  While,  con- 
versely, compensation  will  obviously  be  refused  for  merely  speculative  and  un- 
certain damages;  Sunburv  &c.  R.  R".  v.  Hummell,  3  Casev,*99 ;  Lehigh  Vallev  R. 
R.  v.  Lazarus,  4  Id.  203;  Searle  v.  R.  R.,  9  Id.  57  ;  Patten  v.  R.  R.,  Id.  426;  Har- 
risburg  R.  R.  v.  Stayman,  2  Weekly  Notes  Cas.  103. 

In  cases  of  partial  taking,  the  true  measure  of  damages  is  the  market  value  of  the 


LAWS    OF    PENNSYLVANIA.  39 

and  to  whom  payable,1  and  make  report  thereof  to  the  said  court.-' 
Judgment  and  Execution.— And  if  any  damages  be  awarded, 
and  the  report  be  confirmed  by  the  said  court,3  judgment  Bhall 
be  entered  thereon;  and  if  the  amount  thereof  be  not  paid  within 
thirty  days  after  the  entry  of  such  judgment,  execution  may  then 
issue  thereon,  as  in  other  cases  of  debt,1  tor  the  sum  so  awarded, 
and  the  costs  and  expenses  incurred  shall  be  defrayed  by  the  said  cor- 
poration. Fees. — And  each  of  the  said  viewers  shall  be  entitled  to 
one  dollar  and  fifty  cents  per  day  for  every  day  necessarily  employed 
in  the  performance  of  the  duties  herein  prescribed,  to  be  paid  by  such 
corporation. 

property  taken,  which  amount  is  subject  to  be  increased  or  diminished  by  the  ap- 
preciation or  deterioration  of  the  remaining  portion  by  reason  of  the  work  ;  or  in 
other  words,  the  difference  between  the  value  before  and  after  the  taking  ;  Searle 
v.  R.  E.,  9  Casey,  :>,  ;  Watson  v.  R.  P.,  1  Wright,  469;   Easl    Pa.   K.   R.  v.  Hotten- 
stine,  11  Id.  28 ;  Harvey  v.  R.  R,  [d.  428;  Hornstein  v.  R.  I:..   1  P.  F.Smith 
Western  Pa.  R.  R.  v.  Hill,  6  P.  F.  Smith,  460;  Pittsburg  &c.  R.  R:  v.  Rose,  24  Ed! 
363;  Penna.  R.  R.  v.  Bunnell,   31    Id.  414;    Pittsburgh  &c.    R.    R.    ,-.    Bentley, 
7  Norris,  178;  City  v.  Linnard,  38  Leg.  Int.  386;  and  any  fact   which   affects  the 
value  of  the  land  at  the  time  of  the  taking  is  admissible  in  evidence ;   East  Brandy- 
wine  Co.  v.  Ranck,  28  P.  F.  Smith,  454;  Danville  &c.  R.  R.  v.  Gearheart,  32  Id 
260;  McTerren  ».  R.  R.,  2  Weekly  Notes  Cas.  40;  32  Leg.  Int.  328;  Penna.  Canal 
Co.  r.   Hill,  6  Weekly  Notes  Cas.  182;  Shenango  tVc.   K.    II.   ,-.   Braliam,  29  P.   F. 
Smith,  447;   Pittsburgh  R.  R.  v.  Robinson,  3S  Leg.   Int.  22;  City  v.  Linnard    Id 
386.  '  '       ' 

The  owner  is  also  entitled  to  interest  from  the  date  of  the  taking;  Railroad  v. 
G-esner,  8  Karri-.  240;  Penna.  R.  R.  r.  Cooper.  8  P.  F.  Smith,  408:  Delaware  &c 
R.  R.  v.  Burson,  11  Id.  369 ;  Bare  v.  Hoffman,  29  Id.  72. 

1  Hence  questions  of  title  may  be  incidentally  tried  bv  the  viewers  •  Wineliddle  v 
R.  E.,  2  Grant's  Cas.  32. 

2 Reporting  a  gross  sum  is  not  irregular;  Phila.  &c.  R.  R.  o.  Trimble.  4  Wharton, 
47:  Tucker  v.  R.  R.,  3  Casey,  283;  Harvey  o.  R.  R.,  11  Wright,  428;  Western  Pa. 
R.  R.  v.  Hill,  6  P.  F.  Smith,  460;  Delaware &c. Co.  v.  Burson.  n  Id.  369;  Lodge  v. 
R.  R.,  9  Phila.  Rep.  543;  but  the  report  must  state  the  quantity,  quality  and  value 
of  the  lands.  "The  advantages  and  disadvantages  likely  to  result  cannot  reasona- 
bly be  set  down  in  detail,  but  the  fact  that  there  has  been  a  comparison  of  them 
should  be  certified,  and  the  amount  of  damages,  and  to  whom  payable,  should  be 
distinctly  stated;"'  Reitenbaugh  v.  R.  P..  9  Harris,  100;  Penna.  R.  R.  v.  Bruner,  5 
P.  F.  Smith,  318 ;  and  an  omission  in  this  respect  will  vitiate  the  report ;  Phila. 
&c.  R.  K.  v.  Cake,  37  Leg.  Int.  425.  The  same  decision  has  been  made  under  other 
and  nearly  similar  statutes ;  Zack  v.  R.  P..  1  ( lasey,  394;  <  >'Hara  r.  R.  P..  Id.  1 15  ■ 
Penna.  R.  R.  v.  Porter,  5  Casey,  165.  Evidence  of  service  of  notice  of  the  view 
should  also  be  attached  to  the  report;  Reitenbaugh  v.  R.  P.,  ubi  supra. 

3  The  evidence  taken  before  the  viewers  is  hot  part  of  the  record  ;  Reitenbaugh  r. 
R.  R.,  9  Harris,  104;  Ohio  &c.  R.  R.  r.  Bradford,  7  Harris.  363;  Wineliddle  v.  R. 
R.,  2  Grant's  Cas.  32;  Penna.  R,  R.  v.  Bruner,  5  P.  F.  Smith.  318;  and  as  to  the 
power  of  the  court  to  set  aside  the  report  upon  the  ground  that  the  damages  were 
excessive,  see  Penna.  R.  R.  v.  Heister,  8  Barr,  445;  Wineliddle  v.  R  R.,  supra  ; 
North  Pa.  R.  R.  v.  Davis,  2  Casey,  238  :  Railroad  v.  Gesner,  8  Harris.  240;  Penna! 
R.  R.  v.  Congregation,  3  P.  F.  Smith,  445;  Cake  v.  R.  R..  37  Leg.  Int.  L56,  125. 

'The  continuation  is  a  judgment  upon  which  execution  can  issue,  although  the 
company  do  not  take  possession;  Neal  r.  R.  P.,  7  Casey,  L9;  Davis  u.  R.  R.,  2 
Phila.  Rep.  146.  And  the  right  acquired  by  the  company  is  but  an  easement: 
Western  Pa.  R.  R.  v.  Johnston,  9  P.  F.  Smith,  290. 


40  GENERAL   CORPORATION 

When  Company  may  Tender  Security  .—Id  all  cases  where 
the  parties  cannot  agree  upon  the  amount  of  damages  claimed,  or  by 
reason  of  the  absence  or  legal  incapacity  of  such  owner  or  owners  no 
such  agreement  can  be  made,  either  for  lands,  streams,  water,  water- 
rich  ts  franchises  or  materials,  the  corporation  shall  tender  a  bond 
with  at  least  two  sufficient  sureties  to  the  party  claiming  or  entitled 
to  any  damages,  or  to  the  attorney  or  agent  of  any  person  absent,  or 
to  be  [the]  guardian  or  committee  of  any  one  under  legal  incapacity, 
the  condition  of  which  shall  be  that  the  said  corporation  will  pay,  or 
cause  to  be  paid,  such  amount  of  damages  as  the  party  shall  be 
entitled  to  receive  after  the  same  shall  have  been  agreed  upon  by  the 
parties,  or  assessed  in  the  manner  provided  for  by  this  act  :2 

Proceedings  on  refusing  to  accept  Security  Tendered.3 — 

Provided,  That  in  case  the  party  or  parties  claiming  damages  refuse 
or  do  not  accept  the  bond  as  tendered,  the  said  corporation  shall  then 
give  the  party  a  written  notice  of  the  time  when  the  same  will  be 
presented  for  filing  in  court,  and  thereafter  the  said  corporation  may 
present  said  bond  to  the  court  of  common  pleas  of  the  county  where 
the  lands,  streams,  water  or  materials  are,  and  if  approved  the  bond 
shall  be  filed  in  said  court  for  the  benefit  of  those  interested,  and 
recovery  may  be  had  thereon  for  the  amount  of  damages  assessed,  if 
the  same  be  not  paid  or  cannot  be  made  by  execution  on  the  judgment 
in  the  issue  formed  to  try  the  question.4 

Appointment  of  Viewers.' — The  viewers  provided  for  in  this 
section  may  be  appointed  before  or  after  the  entry  for  constructing 
said  work  or  taking  materials  therefor,  and  after  the  filing  of  the  bond 
hereinbefore  provided  for. 

Appeals  and  Proceedings  thereon.6 — And  upon  the  report  of 
said  viewers,  or  any  four  of  them,  being  filed  iu  said  court,  either 
party,  within  thirty  days  thereafter,"  may  file  his,  her  or  their  appeal 
from  said  report  to  said  court.     After  such  appeal  either  party  may 

1  Act  29  April,  1874,  £41;  P-  L-  104.     This  section  is  taken  from  Act  9  April, 

1856,  I  2 ;  P.  L.  288. 

2  The  bond  is  security  for  all  damages ;  Wadhams  v.  R.  R.,  6  Wright,  303. 

3  Act  29  April,  1874,  §41;  P.  L.  105. 

*  The  approval  by  the  court  is  an  adjudication  that  everything  had  been  done 
which  entitled  the  company  to  file  the  bond ;  Wadhams  v.  R.  R.,  6  Wright,  303. 

5  Act  29  April,  1874,  §  41 ;  P.  L.  2.     This  section  is  taken  from  the  Act  of  9  April, 
1856,  §  3 ;  P.  L.  288. 

6  Act  29  April,  1874,  §41 ;  P.  L.  106. 

7  That  is  thirty  days  after  the  filing  of  the  report  of  the  viewers  ;  Gwinner  v.  R. 
R.,  5  P.  F.  Smith,  126. 


LAWS    OF    PENNSYLVANIA.  41 

put  the  cause  at  issue  iu  the  form  directed  by  said  court,1  and  the  same 
shall  then  be  tried  by  said  court  and  a  jury,2  and  after  final  judgment, 
cither  party  may  have  a  writ  of  error  thereto  from  the  supreme  court, 
in  the  manner  prescribed  in  other  cases;  the  said  court  .-hall  have 
power  to  order  what  notices  shall  be  given  connected  with  any  part 
of  the  proceedings,  and  may  make  all  such  orders  connected  with  the 
same  as  may  be  deemed  requisite.  If  any  exceptions  be  tiled  with 
any  appeal  to  the  proceedings,  they  shall  be  speedily  disposed  of;  and 
if  allowed,  a  new  view  shall  be  ordered  ;  and  if  disallowed,  the 
appeal  shall  proceed  as  before  provided.3 

25.  Amendments  to  Charters  of  First  Class.  '—As  often  as 
the  corporations  named  in  the  first  class,  specified  in  the  second  sec- 
tion of  the  act  to  which  this  is  a  supplement,0  including  all  such  cor- 
porations now  in  existence,  and  academies,  colleges  and  universities, 
shall  be  desirous  of  improving,  amending  or  altering  the  articles  and 
conditions  of  their  charters,  it  shall  and  may  be  lawful  for  such  cor- 
porations, respectively,  in  like  manner  to  specify  the  improvements, 
amendments  or  alterations  which  are  or  shall  be  desired,  and  exhibit 
the  same  to  the  court  of  common  pleas  of  the  proper  county  in  which 
said  corporation  is  situated  as  aforesaid,0  where,  [when]  if  said  court 
shall  be  of  opinion  such  alterations  are  or  will  be  lawful  and  benefi- 
cial, and  do  not  conflict  with  the  requirements  of  the  statute  to  which 
this  is  a  supplement  or  of  the  constitution,  it  shall  be  the  duty  of  said 
court  to  direct  notice  to  be  given,  as  provided  in  the  third  section  of 
the  act  to  which  this  is  a  supplement,7  of  such  application,  and  after 

1  The  usual  practice  is  trespass  quare  clausum  fregit ;  Cooke  v.  ( lity,  2  Weekly  Note-, 
Cas.  446  ;  Shenango  &c.  R.  R.  v.  Braham,  29  P.  F.  Smith,  452. 

2  It  is  not  error  to  refuse  an  application  to  permit  the  jury  to  view  the  property 
if  delay  in  the  trial  will  probably  ensue;  Barr  v.  Hoffman,  29  P.  F.  Smith,  72. 

s  The  constitution  [Art.  XVI.  jj8,]  provides,  "The  general  assembly  is  hereby 
prohibited  from  depriving  any  person  of  an  appeal  from  any  preliminary  assess- 
ment of  damages  against  any  such  corporations  or  individual-  made-  by  viewers  or 
otherwise;  and  the  amount  of  such  damages  in  all  cases  of  appeal  shall  on  the  de- 
mand of  either  party  he  determined  by  a  jury  according  to  the  course  of  the  com- 
monlaw."  And  the  Art  of  13  June,  1874  [P.  L.  283],  authorizes  appeals  from 
preliminary  assessments  of  damages  for  "property  taken,  injured  or  destroyed," 
when  an  appeal  is  not  provided  for  or  regulated  by  existing  laws :  Be  Springdale 
Township  Road,  10  Xorris,  260. 

4  Act  29  April,  1874,  \  42.  as  amended  by  Act  17  April,  1876,  \  12;  P.  L.  37. 

5  Supra,  p.  8. 

6 The  application  must  be  by  the  corporation  and  not  by  the  individual  members 
thereof;  St.  Mary's  Church,  6  S.  &  II.  J'.i.S  ;  <  om.  t>.  Cullen,  ]  Harris,  133;  Langolf 
v.  Seiberlitch,  2  Parson's  Eq.  Cas.  64;  Brown  v.  Mining  Co.,  30  Le^.  Int.  124;  and 
the  court  may  inquire  by  what  authority  the  seal  was  affixed  to  the  application ; 
St.  Mary's  Church,  7  S.  &  R.  517;  Be  Mercantile  Library,  2  Brewster,  447. 

"Supra,  p.  13. 


42  GENERAL    CORPORATION 

decree  made  and  such  amendments  are  recorded,  the  same  shall  be 
deemed  and  taken  to  be  a  part  of  the  charter  of  the  said  corporation. 

Consolidation  of  Corporations  of  First  Class.1 — And  if  any 

two  or  more  such  corporations  shall  desire  to  consolidate  and  merge 
with  each  other,  or  one  or  more  within  the  other,  upon  application  to 
the  court  of  common  pleas  of  the  county  in  which  the  corporation  is 
situated,  into  which  the  one  or  more  desire  to  merge  or  become  con- 
solidated with  the  same  proceedings  shall  take  place  as  are  required 
on  an  application  to  amend ;  and  upon  decree  being  made  by 
said  court,  and  the  same  being  recorded  in  said  county,  upon  the 
terms  specified  in  said  application,  the  said  corporations,  with  all  their 
rights,  privileges,  franchises,  powers  and  liabilities,  shall  merge  and 
be  consolidated  into,  by  the  name,  style  and  title  given  to  the  same  in 
such  decree,  and  upon  the  terms,  limitations  and  with  the  powers 
stated  and  conferred  in  said  application  and  decree. 

Title  to  Real  Estate  of  Religious  Corporations  after 
Amendment  of  Charter.2 — When,  under  existing  laws,  any  re- 
ligious corporation  shall  apply  to  the  court  of  common  pleas  of  the 
proper  county  for  an  amendment  or  alteration  of  their  charter,  so  as 
to  acquire  and  hold  real  estate,  and  after  decree  and  amendments  are 
recorded  and  shall  become  a  part  of  the  charter  of  the  said  corporation, 
then  such  real  estate  which  was  purchased  by  and  conveyed  unto  said 
corporation  before  amendment  of  their  charter  shall  enure  and  vest  in 
said  corporation,  with  the  same  force  and  effect  as  if  originally  em- 
powered to  hold  and  acquire  real  estate  :  Provided,  That  no  inquisi- 
tion shall  have  been  taken  against  the  real  estate  so  held  to  escheat 
previous  to  the  amendment  of  said  charter:  and  provided  further, 
That  such  real  estate  shall  not  exceed  the  amount  in  value  which  re- 
ligious corporations  are  allowed  to  hold  by  charter. 


26.  Bonus.3 — Every  company  incorporated  by  or  under  the  pro- 
visions of  this  act,  or  accepting  the  same,  except  turnpike,  bridge  and 
cemetery  companies,  or  building  and  loan  associations, and  excepting  all 
of  those  corporations  named  in  the  first  class  of  section  two  of  this  act, 
shall  pay  to  the  state  treasurer  for  the  use  of  the  commonwealth,  a 
bonus  of  one  quarter  of  one  per  centum  upon  the  amount  of  the  capi- 
tal stock  which  said  company  is  authorized  to  have,4  in  two  equal 
instalments,  and  a  like   bonus  upon  any  subsequent  increase  thereof. 

*Act  29  April,  1874,  §42,  as  amended  by  Act  17  April,  1876,  \  12;  P.  L.  37. 

2Act  11  April,  1879  ;  P.  L.  22. 

3Act  29  April,  1874,  \  44,  as  amended  by  Act  of  22  May,  1878 ;  P.  L.  97. 

4  The  bonus  is  upon  the  authorized  capital,  not  upon  the  amount  issued  ;  O.  A. 
G.,  11  Sept.,  1878. 


LAWS    OF    PENNSYLVANIA.  43 

The  first  instalment  shall  be  due  and  payable  upon  the  incorporation 
of  said  company  or  upon  the  increase  of  the  capital  thereof,  and  the 
second  instalment  one  year  thereafter  ;  and  no  company  as  aforesaid 
shall  have  or  exercise  any  corporate  powers  until  the  first  instalment 
of  said  bonus  is  paid,  and  the  governor  shall  not  issue  letters  patent 
to  any  company  until  he  is  satisfied  that  the  first  instalment  of  -aid 
bonus  has  been  paid  to  the  state  treasurer;  and  no  company  incor- 
porated as  aforesaid  shall  go  into  operation  or  exercise  any  corporate 
powers  or  privileges  until  said  first  instalment  or  bonus  has  been 
paid  as  aforesaid  i1  Provided,  That  when  any  corporation  shall  have  re- 
duced its  capital  stock  in  accordance  with  the  provisions  of  the  twenty- 
third  section  of  this  act,  such  corporation  shall  not  be  liable  in  the 
aggregate  for  a  greater  bonus  than  one-fourth  of  one  per  cent,  upon 
the  capital  stock  as  altered  and  reduced. 


Donations  of  Wages  for  Charity.2 — It  shall  be  the  duty  of 
any  corporation,  manufacturing  establishment  or  colliery,  to  retain 
from  and  out  of  the  wages  or  earnings  of  any  person  by  them  em- 
ployed, on  his  written  order,  any  contribution  or  voluntary  subscrip- 
tion by  such  person,  made  in  monthly  or  other  payments,  for  the 
support  of  any  hospital  or  other  charitable  institution,  and  the  sum 
so  retained  to  pay  over  upon  demand  to  such  hospital  or  other  chari- 
table institution  ;  and  any  payment  so  made  shall  be  as  valid  as  if 
paid  to  the  person  by  whom  said  wages  or  earnings  were  earned  : 
Provided,  That  the  hospital  or  charitable  institution  claiming  the  same, 
shall  give  notice  in  writing  at  least  ten  days  before  the  time  for  the 
payment  of  said  wages  or  earnings  to  such  corporation,  manufacturing 
establishment  or  colliery,  of  the  name  or  names  of  the  person  or  per- 
sons by  them  employed,  who  have  subscribed  to  the  support  of  such 
hospital  or  charitable  institution,  and  the  amount  by  them  severally 
subscribed,  and  when  or  how  often  payable,  and  how  long  to  continue, 
and  file  said  subscription  with  said  corporation,  manufacturing  estab- 
lishment or  colliery. 

1  Corporations  re-chartered  under  section  40  of  this  Act  must  pay  the  required 
bonus  ;  aiiter  as  to  corporations  accepting  the  provisions  of  the  Act  which  have 
already  paid  such  bonus  ;  supra,  p.  36,  n.  1. 

2  Act  15  May,  1874;  P.  L.  194. 


44  GENERAL    CORPORATION 


SPECIAL    PROVISIONS. 
27.  Insurance. 

Insurance  of  Domestic  Animals.1 — Companies  incorporated 
under  the  provisions  of  this  act  for  the  insurance  of  the  lives  of 
domestic  animals  or  any  of  them,  shall  have  the  power  and  right  to 
make  insurance  of  every  kind  pertaining  to  or  connected  with  life 
risks  of  domestic  animals  of  any  and  every  kind,  and  against  the 
loss  by  death  of  all  kinds  of  cattle,  live  stock,  valuable  beasts  and 
domestic  animals  of  every  kind,  whether  such  death  be  the  result  of 
accident,  natural  causes  or  diseases  of  any  description  whatever,  and 
to  make,  execute  and  perfect  such  and  so  many  contracts,  agreements, 
policies  and  other  instruments  as  may  be  required  therefor. 

Life  and  Accident  Insurance  Companies.2 — Companies 
incorporated  under  the  provisions  of  this  act  for  the  insurance  of 
human  beings  against  sickness,  death  or  personal  injury,  shall  have 
the  power  and  right  to  make  insurances  of  every  kind  pertaining  to 
or  connected  with  death,  accidents  of  every  nature  and  kind  to  human 
beings,  and  to  insurances  of  every  kind  against  the  death,  sickness  or 
the  health  of  human  beings  by  disease  of  every  kind,  and  whether 
within  this  commonwealth  or  beyond  it,  and  such  corporations  shall 
have  the  power  and  right  to  make,  execute  and  perfect  such  and  so 
many  contracts,  agreements,  policies  and  other  instruments  as  may 
be  required  therefor. 

Real  Estate  Title  Insurance  Companies — Powees.3 — Com- 
panies incorporated  under  the  provisions  of  this  act  for  the  in- 
surance of  owners  of  real  estate,  mortgages,  and  others  interested  in 
real  estate,  from  loss  by  reason  of  defective  titles,  liens  and  incum- 
brances, shall  have  the  power  and  right  to  make  insurances  of  every 
kind  pertaining  to  or  connected  with  titles  to  real  estate,  and  shall 
have  the  power  and  right  to  make,  execute  and  perfect  such  and  so 
many  contracts,  agreements,  policies  and  other  instruments  as  may  be 
required  therefor. 

Additional  Powers.4 — All  companies,  incorporated  under  the 
provisions  of  said  act,  for  the  insurance  of  owners  of  real  estate,  inort- 

*Act  29  April  1874,  \  27 ;  P.  L.  84.     Repealed  as  stated  supra,  p.  9,  n.  5. 

2  Id.  §28  ;  P.  L.  84.     Repealed  as  stated  supra,  p.  9,  n.  6. 

3  Id.  \  29  ;  P.  L.  84.     This  is  not  repealed  by  \  57  of  the  Act  of  1  May,  1876  ;  P. 
L.  53:  supra,  p.  11,  n.  1. 

*Act  24  May,  1881,  g  1 ;  P.  L.  23. 


LAWS    OF    PENNSYLVANIA.  45 

gages  and  others  interested  in  real  estate,  from  loss  by  reason  of  de- 
fective titles,  liens  and  incumbrances,  and  whose  capital  stock  shall 
not  be  less  than  two  hundred  and  fifty  thousand  dollars,  be  and  they 
are  hereby  authorized  : 

First — To  Receive  Deposits  and  Trust  Funds. — To  receive 
and  hold  on  deposit,  and  in  trust,  and  as  security,  estate  real  and  per- 
sonal, including  the  notes,  bonds,  obligations  of  states,  individual.-, 
companies  and  corporations,  and  the  same  to  purchase,  collect,  adjust 
and  settle,  sell  and  dispose  of,  in  any  manner,  without  proceeding  in 
law  or  equity,  and  for  such  price  and  on  such  terms  as  may  be  agreed 
on  between  them  and  parties  contracting  with  them  :  Provided,  That 
nothing  herein  contained  shall  authorize  said  companies  to  engage  in 
the  business  of  banking. 

Second. — To  Insure  Fidelity  of  Trustees,  &c. — To  make  in- 
surance for  the  fidelity  of  persons  holding  places  of  responsibility  and 
of  trust,  and  to  receive  upon  deposit  for  safe  keeping  jewelry,  plate, 
stocks,  bonds  and  valuable  property  of  every  description,  upon  terms 
as  may  be  agreed  upon. 

Third. — To  Execute  Trusts. — To  act  as  assignees,  receivers, 
guardians,  executors,  administrators,  and  to  execute  trusts  of  every 
description  not  inconsistent  with  the  laws  of  this  State  or  of  the  United 
States.1 

Fourth. — To  Act  as  Agent  for  Issuing  Stocks  and  Bonds. 
— To  act  as  agents,  for  the  purpose  of  issuing  or  countersigning 
the  certificates  of  stocks,  bonds  or  other  obligations,  of  any  corpo- 
ration, association,  municipality,  state  or  public  authority,  and  to 
receive  and  manage  any  sinking  fund  thereof  on  such  terms  as  may 
be  agreed  upon. 

Fifth. — To  Become  Surety. — To  become  sole  surety,  in  any  case 
where  by  law  one  or  more  sureties  may  be  required  for  the  faithful 
performance  of  any  trust  or  office. 

Sixth. — To  Hold  Real  Estate  and  Convey  the  same. — To 
take,  receive  and  hold,  any  and  all  such  pieces  of  real  property,  as 
may  have  been  the  subject  of  any  insurance  made  by  such  companies, 
under  the  powers  conferred  by  their  charter,  and  the  same  to  grant, 
bargain,  sell,  convey  and  dispose  of  in  such  manner  as  they  may  see 
proper. 

Capital  to  be  the  Security.2 — That  whenever  such  companies 
shall  receive  and  accept  the  offiee  or  appointment  of  assignees,  receiver, 
guardian,  executor,  administrator,  or  be  directed  to  execute  any  trust 
whatever,  the  capital  of  the  said  companies  shall  be  taken  and  con- 

1 "  In  :ill  cases  where  a  corporation  is  or  shall  he  charged  with  the  execution  of 
any  trust,  the  president,  vice  president,  trust  officers,  secretary,  treasurer  or  actuary 
of  such  corporation,  shall  make  the  usual  oath  or  affirmation  directed  to  be  taken 
by  private  persons  in  such  other  like  cases."     Act  16  February,  's~~  :  1'-  I-  3. 

2 Act  24  May,  1881,  \  2  ;  P.  L.  23. 


46  GENERAL    CORPORATION 

sidered  as  the  security,  required  by  law  for  the  faithful  performance 
of  their  duties  as  aforesaid,  and  shall  be  absolutely  liable  in  case  of 
any  default  whatever. 

Fiduciaries  May  Deposit  for  Safe  Keeping.1 — That  any 
executor,  administrator,  guardian  or  other  trustee,  having  the  custody 
or  control  of  any  bonds,  stocks,  securities  or  other  valuables  belonging 
to  others,  shall  be  authorized  to  deposit  the  same  for  safe  keeping  with 
said  company. 

Court  May  Investigate  Affairs  of  Company.2 — That  when- 
ever any  court  shall  appoint  said  companies  assignees,  receiver, 
guardian,  executor,  administrator,  or  to  execute  any  trust  whatever, 
the  said  court  may  in  its  discretion,  or  upon  the  application  of  any  per- 
son interested,  appoint  a  suitable  person  to  investigate  the  affairs  and 
management  of  the  company  so  appointed,  who  shall  report  to  such 
court  the  manner  in  which  its  investments  are  made  and  the  security 
afforded  to  those,  by  or  for  whom  its  engagements  are  held  ;  and  the 
expense  of  such  investigation  shall  be  defrayed  by  the  said  company, 
or  the  court  may,  if  deemed  necessary,  examine  the  officers  of  said 
company  under  oath  or  affirmation  as  to  the  security  aforesaid. 

Separation  of  Trust  Funds.3 — The  said  company  shall  keep 
all  trust  funds  and  investments  separate  and  apart  from  the  assets  of 
the  company,  and  all  investments  made  by  said  companies  as  fiduciaries 
shall  be  so  designated  as  that  the  trust,  to  which  such  investment  shall 
belong,  shall  be  clearly  shown. 

To  File  Acceptance  of  Act.4 — Such  companies,  before  exercising 
any  of  the  powers  conferred  by  this  act,  shall  file  with  the  secretary 
of  the  commonwealth  a  certificate  of  their  acceptance  of  the  same  in 
writing,  under  their  duly  authenticated  seal,  accompanied  by  an  affida- 
vit of  the  treasurer  of  said  corporation,  of  the  amount  of  cash  capital 
which  has  been  paid  in  under  the  provisions  of  their  charter. 


28.   Road  Companies. 

Charter.5 — The  charter  of  a  road  company  shall  also  state — 

I.  The  kind  of  road  intended  to  be  constructed. 

II.  The  places  from  and  to  which  the  road  is  intended  to  be  run.6 

1  Act  24  May,  1881,  g  3 ;  P.  L.  23. 

2  Id.  §4. 

3  Id.  §  5. 

4  Id.  §6.' 

5  Act  29  April,  1874,  \  30 ;  P.  L.  85. 

6  The  termini  of  the  road  form  part  of  the  contract  with  the  subscribers  to  the 
stock ;  Manheim  Road  v.  Arndt,  7  Casey,  317  ;  Caley  v.  R.  R.,  30  P.  F.  Smith,  363. 


LAWS   OF   PENNSYLVANIA.  47 

III.  The  counties  through  which  it  is  to  pass  and  the  estimated 
length  of  the  road.  All  road  companies  incorporated  under  this 
statute  shall,  from  the  date  of  the  letters  patent  creating  the  same,  be 
governed,  managed  and  controlled  as  follows,  and  shall  be  entitled  to 
the  benefits  of  all  the  general  law-  of  this  commonwealth  regulating 
turnpike  or  plank  roads  : 

Clause  1.  Powers  of  Directors. — The  directors  of  such  corpo- 
ration shall  have  full  power  and  authority  to  appoint,  agree  and  con- 
tract with  such  engineers,  superintendents,  artists,  laborers  and  other 
persons,  as  they  may  think  necessary  to  make  and  construct  Mich 
road,  and  collect  the  tolls  hereinafter  authorized,  and  fix  their  com- 
pensation ;  to  ascertain  the  times,  manner  and  proportions  in  which 
the  stockholders  shall  pay  the  amount  of  their  respective  shares  in 
order  to  carry  on  their  work  ;  to  draw  orders  on  the  treasurer  for  all 
debts  contracted  by  them,  which  orders  shall  be  signed  by  the  presi- 
dent, or  in  his  absence  by  a  majority  of  the  directors,  and  attested  by 
their  elerk,  and  to  do  and  transact  all  other  acts,  matters  or  thin--. 
as  by  the  by-laws,  orders  and  regulations  of  such  corporations  shall  be 
entrusted  to  them. 

Clause  2.  May  Enter  upon  Lands. — It  may  be  lawful  for  the 
directors  of  such  corporation,  by  and  with  their  superintendents,  en- 
gineers, artists,  workmen,  laborers,  their  tools  and  instruments,  carts, 
Wagons  and  other  carriages,  and  beasts  of  draught  or  burden,  to  en- 
ter in  and  upon  the  land-  contiguous  and  near  to  which  the  -aid  road 
shall  be  made  or  constructed,  first  giving  bond  and  proceeding  as  re- 
quired by  the  forty-first  section  of  this  act.1  Any  such  corporation 
may  change  the  location  of  any  part  of  its  road  which  may  interfere 
with  any  grave-yard,  or  cemetery  lot  or  lot.-. 

Clause  3.  Accounts. — The  directors  of  every  such  corporation 
shall  keep  fair  and  just  accounts,  as  well  of  all  moneys  reeeived  by 
them,  as  of  those  paid  out  and 'expended  in  the  prosecution  of  the 
work,  and  shall,  at  least  once  in  every  year,  submit  their  books  and 
accounts  to  a  general  meeting  of  the  stockholders. 

Clause  4.  Construction  of  Bridges  and  Roads. — The  direc- 
tors of  such  corporation  shall  have  poweiAo  erect  good  and  sufficient 
bridges  over  all  the  streams  of  water  crossed  by  their  road,  whenever 
the  same  shall  be  found  necessary,  and  shall  cause  a  road,  if  a  turn- 
pike, to  be  laid  out  not  exceeding  fifty  feet  in  width,  and  cause  at 
least  eighteen  feet  of  said  width,  exclusive  of  gutters,  ditches  or 
drains,  to  be  made  an  artificial  road  of  wood,  stone,  gravel  or  other 
proper  and  convenient  materials,  such  as  the  nature"  of  the  ground 
may  require,  and  will  afford,  to  be  constructed  in  such  manner  as  will 

1  Supra,  p.  37-41. 


48  GENERAL    CORPORATION 

admit  an  even  surface,  and  so  nearly  level  in  its  progress  that  it  shall 
in  no  place  rise  or  fall  more  than  will  form  an  angle  of  four  degrees 
from  a  horizontal  line ;  and  if  a  plank  road,  the  same  shall  be  opened 
of  any  width  not  exceeding  forty  feet,  and  shall  be  graded  in  such 
manner  as  may  be  necessary  for  either  a  single  or  double  track,  as 
may  be  determined  upon  by  the  directors  of  the  said  corporation, 
each  track  being  not  less  than  eight  feet  in  width,  and  so  nearly  level 
in  its  progress  that  it  shall  in  no  place  rise  or  fall  more  than  will 
form  an  angle  of  three  degrees  with  a  horizontal  line :  Provided,  That 
if  any  part  of  the  ground  on  the  route  of  said  road  shall  be  so  hard 
and  compact,  as  to  make  a  good  road  without  any  covering  of  wood, 
gravel,  stone,  slate  or  other  hard  substance,  the  said  directors  are 
hereby  authorized  to  construct  such  part  of  said  road  without  any 
such  covering,  and  shall  forever  maintain  and  keep  the  same  in  good 
repair  :  Provided,  That  said  bridges  shall  not  be  constructed  so  as  to 
obstruct  the  navigation  of  any  stream  declared  a  public  highway. 

Clause  5.  When  Court  to  License. — Whenever  such  corpora- 
tion shall  have  finished  five  miles  or  more  of  road,  or  if  the  entire 
road  be  for  a  shorter  distance,  then  when  completed,  the  court  of 
quarter  sessions,  of  the  proper  county,  shall  appoint  forthwith  three 
skilful,  judicious  and  disinterested  persons  to  view  and  examine  the 
same,  and  report  on  oath  or  affirmation,  whether  the  said  road  is  so 
far  executed  in  a  competent  and  workmanlike  manner,  according  to  the 
true  intent  and  meaning  of  this  act,  and  if  their  report  shall  be  in 
the  affirmative,  then  the  said  court  shall  by  its  order,  under  the  seal 
of  the  court,  permit  and  sutler  said  corporation  to  erect  and  fix  such 
and  so /many  gates  upon  and  across  the  said  road  as  will  be  necessary 
and  sifmcient  to  collect  from  all  persons  otherwise  than  on  foot  the 
same  tolls  as  is  herein  authorized  and  granted. 

Clause  6.  Rates  of  Toll.1 — When  such  corporation  is  licensed  in 
manner  aforesaid,  it  shall  and  may  be  lawful  for  them  to  appoint 
such  and  so  many  toll-gatherers  as  they  shall  think  proper,  to  collect 
and  receive  of  and  from  all  and  every  person  or  persons  using  the 
said  road,  the  toll  and  rates  hereinafter  mentioned,  and  to  stop  any 
person  riding,  leading  or  driving  any  horses,  cattle,  hogs,  slice] >,  coach, 
coaches,  sulky,  chair,  chaise,  phseton,  cart,  wagon,  wain,  sleigh,  sled  or 
any  other  carriage  of  burdeto  or  pleasure,  from  passing  through  the  said 
gate,  until  they  shall  respectively  have  paid  the  same;  that  is  to  say, 
for  every  mile  in  length,  or  portion  of  a  mile,  whether  passing  through 
a  gate  or  not,  of  said  road,  completed  and  licensed  as  aforesaid,  the 
following  sums  of  money,  and  so  in  proportion  for  any  greater  or  lesser 
number  of  sheep,  hogs  or  cattle,  to  wit :  For  every  score  of  sheep, 
one  cent ;  for  every  score  of  hogs,  two  cents  ;  ft  »r  every  score  of  cat- 
tle, two  cents;  for  every  horse  and  his  rider,  or  led   horse,  one  cent; 

1  Act  29  April,  1874,  §  30,  clause  6,  as  amended  by  Act  30  April,  1879 ;  P.  L.  36. 


LAWS   OF   PENNSYLVANIA.  49 

for  every  sleigh  or  sled,  one  cent  for  each  horse  drawing  the  same ; 
for  every  sulky,  chaise  or  cart  with  two  wheels,  one  cent  for  each 
horse  drawing  the  same ;  for  every  carriage,  coach,  dearborn  or  wagon 
with  four  wheels,  whose  wheels  shall  be  less  than  four  inches"  in 
breadth,  with  one  horse,  one  and  one-half  cents,  and  for  every  addi- 
tional horse  drawing  the  same,  one  cent  •  for  every  wagon  of  burden 
whose  wheels  shall  be  four  inches  and  not  exceeding  seven  inches 
wide,  one  cent  for  every  horse  drawing  the  same ;  for  every  wagon  of 
burden  the  breadth  of  whose  wheels  shall  be  more  than  seven  inches, 
one-half  cent  for  each  horse  drawing  the  same  :  Provided,  That  for 
any  wagon,  et  cetera,  carrying  burden  exceeding  two  tons  in  weight 
on  wheels  less  than  four  inches  wide,  and  for  any  wagon,  et  cetera, 
carrying  burden  exceeding  four  tons  in  weight  on  wheels  less  than 
six  inches  wide,  double  rates  may  be  charged.1 

Penalty  for  False  Representation. — And  if  any  person  or 
persons  shall  represent  to  the  said  company,  or  any  of  their  officers 
or  employees,  that  he  or  she  or  they  have  traveled  a  less  distance  than 
he  or  she  or  they  have  actually  traveled  along  said  road,  with  intent 
to  defraud  said  corporation  of  its  toll  or  any  part  thereof,  such  person 
or  persons  shall,  for  every  such  offence,  be  deemed  guilty  of  a  misde- 
meanor, and  upon  conviction  thereof  before  any  alderman,  magistrate 
or  justice  of  the  peace,  shall  be  fined  by  such  officer  in  any  sum  not 
exceeding  ten  dollars,  to  be  paid  one-half  to  the  said  corporation  and 
the  other  half  to  the  school  fund  of  the  township  in  which  the  offence 
was  committed ;  and  if  said  fine  or  penalty  and  the  costs  of  the  pro- 
ceedings be  not  paid,  then  said  alderman,  magistrate  or  justice  of  the 
peace  shall  commit  said  offender  to  the  county  prison,  there  to  re- 
main until  discharged  by  due  course  of  law. 

Penalty  for  Demanding  Excessive  Toll.2 — And  if  any  toll- 
gatherer  shall  demand  and  receive  toll  for  a  greater  distance  than  the 
person  of  whom  such  toll  is  demanded  shall  have  traveled  along  said 
turnpike  road  or  plank-road,  or  shall  demand  and  receive  greater  toll 
from  any  person  or  persons  than  such  toll-gatherer  is  authorized  to 
demand  and  receive,  by  virtue  of  this  act,  such  toll-gatherer  shall 
forfeit  and  pay  the  sum  of  five  dollars  for  every  such  offence  to  the 
supervisors  of  the  township  in  which  the  forfeiture  is  incurred,  to  be 
expended  in  repairing  township  roads^  and  for  the  payment  of  which 
the  said  company  shall  be  responsible ;  and  all  such  penalties  and  for- 
feitures shall  be  recoverable,  with  costs  of  suit,  before  any  justice  of 
the  peace  of  the  county  in  which  the  offence  is  committed." 

Persons  Exempt  from  Toll.3— Provided  ;  That  no  toll  shall  be 
demanded  from  any  person  or  persons  passing  and  re-passing  from 
one  part  of  his,  her  or  their  farm  to  any  other  part  of  the  same  farm  ; 
and  all  persons  with  their  vehicles  or  horses,  going  to  or  from  places 

1  Carriages  used  for  burial  purposes  are    not  exempt  from  payment  of  tolls- 
Philada.  &c.  Co.  v.  Gartland,  6  Phila.  Eep.  128. 

2  Act  29  April,  1874,  §  30,  clause  6 ;  P.  L.  86. 

3  Act  30  April,  1879 ;  P.  L.  37. 


50  GENERAL    CORPORATION 

of  public  worship,  or  of  military  trainings  or  elections,  shall  be  exempt 
from  the  payment  of  toll,  when  traveling  on  such  turnpike  road. 

Clause  7.  Neglect  to  Repair  Road — Power  of  Justices 
of  the  Peace.1 — Justices  of  the  peace  shall  be  inspectors  of  roads 

1  Act  of  29  April,  1874,  \  30 ;  P.  L.  87.  So  far  as  this  clause  relates  to  plank  roads 
and  turnpikes  it  has  been  repealed  by  the  following  Act  of  22  May,  1878,  P.  L.  85  : 

Section  1.  Proceedings  on  neglect  to  keep  roads  in  repair. — If  any  turnpike  or 
plank  road  company  incorporated  under  the  laws  of  this  commonwealth,  shall  ne- 
glect or  refuse  to  keep  their  road  in  good  traveling  order  and  repair  for  the  space 
of  twenty  days,  and  information  thereof  shall  be  given  under  oath  or  affirmation  to 
any  justice  of  the  peace  in  the  neighborhood  and  county,  designating  where  and 
in  what  respect  said  road  is  defective,  such  justice  shall  issue  a  precept  to  any  con- 
stable of  the  county,  requiring  him  to  notify  the  gate-keeper  nearest  whose  gate  the 
part  or  parts  of  the  road  complained  of  is  situated,  that  on  a  certain  day  and  at  a 
certain  hour  therein  mentioned,  not  less  than  three  nor  more  than  six  days  there- 
after, three  freeholders  will  be  chosen  at  his  office  to  hold  an  inquest  to  inquire  into 
the  truth  of  the  matter  specified  in  said  information,  an  attested  copy  of  which 
precept  shall  be  given  by  said  constable  to  said  gate-keeper  at  the  time  of  serving 
said  notice. 

Section  2.  Selection  of  inquest. — The  three  persons  mentioned  in  the  preceding 
section,  shall  be  chosen  as  follows :  At  the  time  and  place  fixed  as  aforesaid,  the 
said  justice  shall  prepare  a  list  of  names  of  fifteen  reputable  freehoWers  of  the  vi- 
cinity, and  the  complainant  and  agent,  or  other  officer  of  the  company,  shall  alter- 
nately strike  out  one  name  from  the  list  till  only  three  names  remain,  which  three 
shall  be  the  persons  to  hold  said  inquest ;  should  either  party  be  unrepresented  at  the 
time  of  choosing  said  freeholders,  the  justice  shall  act  for  him  or  them,  and  should 
neither  party  be  present  or  represented  the  justice  shall  appoint  three  disinterested 
freeholders  to  hold  said  inquest. 

Section  3.  Duties  of  inquest. — The  inquest  thus  chosen  shall,  after  having  been 
duly  sworn  or  affirmed,  proceed  to  view  the  part  or  parts  of  the  road  complained  of, 
and  shall  report  to  the  said  justice  in  writing,  under  their  hands  and  seals,  or  the 
hands  and  seals  of  a  majority  of  them,  within  five  days  after  said  view,  whether 
the  said  road  be  so  out  of  order  and  repair  as  to  be  inconvenient  or  dangerous  for 
travel,  and  if  so  found  the  said  justice  shall  adjudge  the  said  company  to  pay  a  fine 
of  not  less  than  twenty-five  nor  more  than  fifty  dollars,  payable  to  the  road  com- 
missioners or  supervisors  of  the  townships  in  which  the  portion  of  the  road  so 
found  defective  is  situate,  and  shall  enter  judgment  therefor  as  other  judgments  for 
like  amount  are  now  entered :  Provided,  That  said  company  shall  have  the  same 
right  of  appeal  to  the  court  of  common  pleas  of  the  proper  county  as  in  other  cases 
of  judgments  of  like  amount  entered  before  such  justice ;  And  provided  further,  That 
no  proceeding  shall  be  commenced  under  this  act,  unless  the  complainant  or  some 
other  person  shall  have  given  fifteen  days'  previous  notice  in  writing  to  the  gate- 
keeper nearest  to  whose  gate  the  part  or  parts  of  the  road  complained  of  is  situate, 
specifying  particularly  the  part  or  parts  of  the  road  alleged  to  be  out  of  repair  and 
the  nature  of  the  defect  alleged,  and  notifying  him  that  unless  it  be  repaired  within 
fifteen  days  complaint  will  be  made  as  herein  provided. 

Section  4.  Constables  to  return  defects  in  roads. — It  shall  be  the  duty  of  the  con- 
stable of  each  township  to  make  return  to  the  court  of  quarter  sessions  of  the 
proper  county  of  defects  in  turnpike  and  plank  roads,  in  the  same  manner  and  to 
the  same  extent  that  they  now  make  returns  of  defects  in  public  roads ;  and  the 
officers  of  every  plank  road  or  turnpike  company,  on  indictment  found  on  such  re- 
turn or  information  made  by  any  citizen  before  a  justice  of  the  peace  as  in  other 
cases,  shall  be  liable  to  the  same  penalties  for  allowing  defects  in  the  turnpike  or 
plank  road  under  their  control  that  road  commissioners  or  supervisors  now  are  for 
defects  in  public  roads. 

Section  5.  Repeal. — Clause  seven  of  section  thirty  of  the  act,  approved  April 
twenty-nine,  eighteen  hundred  and  seventy-four,  entitled  "An  act  to  provide  for 
the  incorporation  and  regulation  of  certain  corporations,"  is  hereby  repealed  a^  far 
as  it  applies  to  plank  roads  and  turnpikes  only. 


LAWS    OF    PENNSYLVANIA.  51 

within  their  township  or  borough,  and  whenever  a  complaint  in 
writing,  to  any  two  justices  of  the  same  is  made,  that  any  part  of  a 
plank  road  or  turnpike  in  their  township  or  borough  is  out  of  repair, 
they  shall,  without  delay,  view  and  examine  the  road  complained  of; 
and  if  they  find  such  complaint  to  be  true,  they  shall  give  notice,  in 
writing,  of  the  defect  to  the  toll-gatherer  or  person  attending  the 
gate  nearest  the  place  out  of  repair,  and  may,  in  their  discretion,  order 
such  gate  to  be  thrown  open  ;  but  such  justices  shall  not  order  such 
gate  to  be  thrown  open  unless  notice,  in  writing,  has  been  served  on 
the  gate-keeper  nearest  the  place  out  of  repair,  particularly  describing 
such  place  at  least  three  days  previous  Lo  making  such  order.  Notice 
of  such  order  shall  be  served  on  such  gate-keeper,  and  immediately 
thereafter  the  gate  ordered  to  be  thrown  open  shall  be  opened,  nor 
shall  it  be  again  shut,  nor  shall  any  toll  be  collected  thereat  until  the 
said  two  justices  of  the  peace  of  the  township  or  borough  where  such 
road  out  of  repair  is  located,  shall  grant  a  certificate  that  such  road  is 
in  sufficient  repair,  and  that  such  gate  ought  to  be  closed.  Whenever 
any  part  of  such  road  is  out  of  repair,  and  the  gate  nearest  to  the 
place  out  of  repair  is  situated  in  an  adjoining  county,  any  two  jus- 
tices of  the  peace  of  the  township  or  borough  in  such  adjoining  county 
where  such  gate  may  be,  upon  complaint  made  to  them,  in  writing, 
shall  view  and  examine  the  road  complained  of,  and  proceed  thereon 
as  provided  in  like  manner  as  if  the  portion  of  road  complained  of 
was  within  the  township  where  such  gate  is  situated. 

Appeal  from  Order. — Whenever  any  toll-gate  is  ordered  to  be 
thrown  open,  as  herein  provided,  or  whenever  such  justices  of  the 
peace  refuse  to  grant  a  certificate  that  the  road  complained  of  is  in 
sufficient  repair,  the  company  owning  such  gate,  or  the  gate-keeper 
attending  the  same  in  their  behalf,  may  appeal  from  the  order  or  de- 
cision of  such  justices  to  the  court  of  common  pleas  of  the  county 
where  such  justices  reside,  by  delivering  a  statement,  in  writing,  of 
their  order  or  decision  and  of  such  appeal,  verified  by  affidavit,  to 
the  prothonotary  thereof;  and  such  appeal  shall  be  placed  at  the  head 
of  the  list  for  the  next  term  of  said  court,  and  disposed  of  as  to  law 
and  justice  shall  appertain,  without  declaration  or  plea.  The  said 
appeal  shall  not  be  a  supersedeas  of  the  order  to  open  the  gate.  If 
the  court  reverses  the  order  or  decision  of  the  said  justices,  then  such 
gate  may  be  closed,  but  if  it  confirms  the  same,  such  gate  shall  not 
be  closed  until  such  justices  of  the  peace  grant  a  certificate  that  such 
road  is  in  sufficient  repair. 

Penalty  for  Disobeying  Justices'  Orders. — Every  keeper 
of  a  gate  ordered  to  be  thrown  open  who  shall  not  immediately  obey 
such  order,  or  who  shall  not  keep  open  such  gate  until  a  certificate 
permitting  it  to  be  closed  shall  be  granted,  or  delay  any  person  in 
passing,  or  take  or  demand  any  toll  from  any  person  passing,  shall, 
for  each  offence,  forfeit  the  sum  often  dollars  to  the  party  aggrieved. 
Fees. — To  each  justice  of  the  peace  who  shall  view  a  plank  or 
turnpike  road,  upon   complaint  made  to   him,   shall   be  allowed  the 


52  GENERAL    CORPORATION 

** 

sum  of  two  dollars  and  fifty  cents  for  each  day  spent  by  him  in  the 
performance  of  such  duty  ;  and  if  the  road  viewed  shall  be  adjudged 
out  of  repair,  such  fees  shall  be  paid  by  the  company  to  which  the 
road  shall  belong,  otherwise  they  shall  be  paid  by  the  party  making 
the  complaint.  Such  fee,  when  payable  by  the  company,  shall  be 
paid  by  the  toll-gatherer  nearest  that  of  the  road  adjudged  out  of 
repair,'  on  demand,  and  out  of  the  tolls  received  or  to  be  received  by 
him,  and  may  be  recovered,  with  costs,  of  such  toll-gatherer  if  he 
neglects  or  refuses  to  make  such  payment.  The  provisions  of  this 
section  shall  apply  to  all  turnpike  roads  in  existence  in  this  common- 
wealth governed  and  controlled  by  general  laws. 

Clause  8.  Penalties  and  Costs — How  Recoverable.1 — In 
all  cases  of  complaint  made  or  suit  instituted  under  the  provisions  of 
this  act  against  any  corporation,  if  the  complainant  shall  fail  to  sustain 
his  complaint  or  the  plaintiff  to  sustain  his  suit,  as  the  case  may  be, 
the  corporation  shall  be  entitled  to  recover  costs,  as  in  other  cases,  from 
the  complainant  or  plaintiff,  as  the  case  may  be,  and  in  all  cases  where 
any  corporation,  which  may  have  been  chartered  under  and  subject 
to  the  provisions  of  this  act,  shall  be  adjudged  to  pay  any  penalty  or 
the  costs  of  any  proceedings  authorized  by  this  act,  the  party  plain- 
tiff or  complainant  shall  have  all  the  remedies  for  recovering  of  the 
same,  with  costs,  against  the  said  corporation  that  are  provided  for 
the  recovery  of  debts  or  judgmeats  of  like  amount  in  other  cases  ; 
and  if  the  said  corporation  shall  fail  to  make  payment  in  any  case 
within  twenty  days  after  final  adjudication,  the  court  of  common 
pleas  of  the  proper  county,  on  application  of  the  plaintiff,  or  some 
other  person  in  his  behalf,  shall  direct  sequestration,  and  appoint  a 
sequestrator,  who  shall  have  like  powers  and  be  subject  to  all  the 
regulations  and  requirements  provided  in  the  seventy-third  and 
seventy-fourth  sections  of  an  act  of  the  general  assembly  of  this 
commonwealth,  entitled  "An  Act  relating  to  executions,"  passed  June 
sixteenth,  one  thousand  eight  hundred  and  thirty-six  :2  Provided, 
That  where  the  judgment  is  final  before  the  justice,  or  is  not  appealed 
from  as  provided  in  this  act,  the  complainant,  before  proceeding  to 
sequestration,  shall  file  in  the  court  of  common  pleas  of  the  proper 
county  a  transcript  of  the  proceedings  and  judgment  before  the  justice, 
which  transcript  shall  be  entered  of  record  in  the  said  court  as  under 
existing  laws  for  the  filing  and  entering  of  transcripts  of  judgments  in 
other  cases,  and  from  such  filing;  and  entering  shall  have  the  effect 
of  a  judgment  originally  entered  in  the  said  court. 

Clause  9. — Penalty   for    Defrauding   Company.3 — If  any 

Uet  29  April,  1874,  §30,  clause  8;  P.  L.  89. 

2  P.  L.  775.     These  sections  of  the  Act  of  1836  were  repealed  bv  Act  of  7  April, 
1870 ;  P.  L.  58 ;  Phila.  &c.  E.  E.  Co.  Appeal,  20  P.  F.  Smith.  355." 

3Act  29  April,  1874,  §  30,  clause  9,  as  amended  by  Act  30  April,  1879 ;  P.  L.  37. 


LAWS    OF    PENNSYLVANIA.  53 

person  or  persons  whosoever,  owning,  riding  in  or  driving  any  sulky, 
chair,  chaise,  phseton,  cart,  wagon,  sleigh,  sled,  or  other   carriage  of 
burden  or  pleasure,  riding  or  leading  any  horse,  or  mule,  or  gelding, 
or  driving  any  hogs,  sheep    or    other  cattle,   shall   therewith   ]>a-- 
through  any  private  gate  or  bars,  or  along  or  over  any  private  passage 
way  or  other  ground,  near  to  or  adjoining  any  gate  erected,  or  which 
shall  be  erected  in  pursuance  of  this  act,  with  an  intent  to  defraud 
the  company  and  avoid  the  payment  of  the  toll  or  duty  for  passing 
through  any  such  gate,  or  if  any  person  or  persons  shall,  with  such 
intent,  take  off,  or  cause  to  be  taken  off,  any  horse,  mare  or  gelding, 
or  other  cattle,  from  any  sulky,  chair,  chaise,  phaeton,  cart,  wagon, 
sleigh,  sled,  or  other  carriage  of  burden  or  pleasure,  or  practice  any  other 
fraudulent  means  or  device  with  the  intent  that  the  payment  of  any 
such  toll  or  duty  may  be  evaded  or  lessened,  all  and  every  person  or 
persons,  in  all  and  every  or  any  of  the  ways  or  manners  offending, 
shall  for  every  such  offence  be  deemed  guilty  of  a  misdemeanor,  and 
upon  conviction  thereof  before  any  alderman,  magistrate  or  justice  of 
the  peace,  shall  be  fined  by  such  officer  in  any  sum  not  exceeding  ten 
dollars,  to  be  paid  one-half  to  the  company  owning  the  turnpike  road 
and  the  other  half  to  the  school  fund  of  the  township  in  which  the 
offence  was  committed  ;  and  if  said  fine  or  penalty,  and  the  costs  of 
the  proceedings,  be  not  paid,  then  said  alderman,  magistrate  or  justice 
of  the  peace  shall  commit  said  offender  to  the  county  prison,  there  to 
remain  until  discharged  by  due  course  of  law. 

Clause  10.  Power  to  Alter  Tolls.1 — The  legislature  shall 
have  power  to  alter  the  rate  of  toll  fixed  by  this  act,  and  the  directors 
of  any  such  company  may  lessen  the  same  whenever  they  shall  believe 
it  necessary  for  the  well-being  of  the  corporations  or  the  community  at 
large. 

Voting  Power.2 — In  all  elections  or  meetings  of  stockholders  of 
any  turnpike,  plank  road  or  bridge  company,  incorporated  under  any 
law  of  this  commonwealth,  every  stockholder  shall  be  entitled  to  one 
vote  for  every  share  of  stock  by  him  or  her  held  in  such  corporation, 
to  be  cast  either  in  person,  or  by  proxy  duly  constituted  by  power  of 
attorney  in  writing,  attested  by  one  or  more  subscribing  witnesses. 

Amendment  of  Charters  of  Turnpike  Companies.3 — Any 
turnpike  road  company,  duly  incorporated  within  the  State  of  Penn- 
sylvania, that  shall  be  desirous  of  improving,  amending  or  altering 
the  articles  and  conditions  of  the  instrument  upon  which  said  corpora- 
tion is  respectively  formed  and  established,  it  shall  and  may  be  lawful 
for  such  corporation  to  specify  the  improvements,  amendments  or 

1  Act  29  April,  1874,  §  30 ;  P.  L.  90. 

2  Act  11  June,  1879 ;  P.  L.  139. 

3  Act  4  June  1879,  \  1 ;  P.  L.  91. 

5 


54  GENERAL    CORPORATION 

alterations  which  are  or  shall  be  desired,  and  exhibit  the  same  to  the 
court  of  common  pleas  of  the  proper  county  in  which  said  corporation 
is  situated,  as  aforesaid ;  when,  if  the  said  court  shall  be  of  the  opinion 
such  alterations  are  or  will  be  lawful  and  beneficial,  it  shall  be  the 
duty  of  said  court  to  direct  said  writing  to  be  filed  in  the  office  of  the 
prothonotary  of  said  court,  and  also  direct  notice  to  be  inserted  in  one 
newspaper  printed  in  the  proper  county  for  at  least  three  weeks,  setting 
forth  that  an  application  has  been  made  to  said  court  for  such  altera- 
tion, amendment  or  improvement  of  the  charter  of  said  corporation ; 
a  fid  if  no  sufficient  reason  is  shown  to  the  contrary,  it  shall  be  lawful 
for  said  court,  at  the  next  term  thereafter,  to  decree  and  declare  by 
their  order  endorsed  on  said  instrument,  attested  in  the  usual  manner 
by  the  prothonotary  under  the  seal  of  said  court ;  and  after  decree  is 
made  and  said  amendments  are  recorded  in  the  office  for  recording  of 
deeds  in  said  county,  the  same  shall  be  deemed  and  taken  to  be  a  part 
of  the  instrument  upon  which  said  corporation  was  formed  and 
established,  to  all  intents  and  purposes  as  if  the  same  had  originally 
been  made  part  thereof. 

Fees  and  Expenses — Evidence — Acceptance  of  State 
Constitution.1 — The  usual  fees  allowed  by  law  for  equal  or  similar 
services,  shall  be  received  by  the  respective  county  officers  under  the 
provisions  of  this  act ;  and  all  the  expenses  of  procuring  said  altera- 
tions or  amendments  and  recording  the  same,  shall  be  borne  by  the 
corporation  applying  therefor ;  and  after  said  alterations  and  amend- 
ments shall  be  recorded  as  before  directed,  the  same  shall  be  duly 
certified  to  be  recorded  and  delivered  over  to  the  applicants ;  and  a 
copy  of  the  record,  duly  certified,  shall  be  at  all  times  as  good  evidence 
as  the  original  might  or  could  be  :  Provided,  That  this  act  shall  not 
apply  to  any  such  corporation,  until  it  shall  have  filed  its  acceptance  of 
the  provisions  of  the  new  constitution  with  the  said  court,  which  said 
acceptance  shall  be  recorded  in  the  office  for  the  recording  of  deeds  in 
said  county. 

Abandonment  of  Turnpike  or  Plank  Road  Companies.2 — 
Where  any  turnpike  or  plank  road  has  been  abandoned,  in  whole  or 
in  part,  for  not  less  than  five  years,  the  portion  so  abandoned,  if  not 
kept  in  proper  repair  by  the  township  authorities,  shall,  upon  due  ap- 
plication to  the  proper  court,  after  hearing,  and  decree  that  the  road 
has  not  been  kept  in  proper  repair,  revert  to  the  owners  thereof  in  fee 
simple,  or  if  kept  in  proper  repair  by  the  township  authorities,  shall 
be  subject  to  the  same  uses  as  other  township  roads,  and  may  be  oc- 
cupied or  appropriated  like  them  under  the  right  of  eminent  domain. 

1  Act  4  June  1879,  \  2 ;  P.  L.  91. 

2  Act  11  June,  1879 ;  P.  L.  126,  \  1. 


LAWS    OF    PENNSYLVANIA.  55 


29.  Ferry,  Wharf  and  Bridge  Companies. 

Charter.1 — The  charter  of  a  ferry,  wharf  or  bridge  company 
.shall  also  state — 

I.  The  stream  over  or  on  which  the  same  is  proposed  to  be  erected. 

II.  The  place  and  county  or  counties  of  its  location. 

III.  Its  distance  from  any  other  wharf,  bridge  or  ferry  over  or  on 
the  same  stream  which  shall  have  been  before  that  date  incorporated 
under  the  laws  of  this  commonwealth. 

Limitation  of  Franchise.2 — No  bridge  or  ferry  company  shall 
have  the  right  to  exercise  its  corporate  franchise  within  three  thousand 
feet  of  any  other  bridge  or  ferry  in  actual  use  at  the  date  <  >f  issuing  letters 
patent  to  the  new  corporation,  but  nothing  herein  contained  shall  pre- 
vent the  erection  of  bridges  by  municipalities  as  now  provided  by  law, 
nor  the  erection  of  bridges  by  such  company  or  companies  to  cross 
streams  bounding  cities  of  the  third  class,  from  any  point  within  the 
same,  at  a  less  distance  than  three  thousand  feet  from  any  other  bridge 
in  actual  use. 

Bridge  and  Wharf  Companies — Management.3 — All  bridges 
and  wharf  companies  incorporated  under  this  statute,  when  not  other- 
wise provided  in  this  act,  shall,  from  the  date  of  the  letters  patent 
creating  the  same,  be  governed,  managed  and  controlled  as  follows : 

Clause  1.  Proceedings  to  Purchase  or  Condemn  Property. 
— Before  the  directors  of  any  such  corporation  shall  proceed  to 
build  any  such  bridge  or  wharf,  it  shall  be  lawful  for  them  to  con- 
tract with  the  owner  or  owners  of  any  land  for  the  purchase  of  so 
much  thereof  as  shall  be  necessary  for  the  purpose  of  erecting  and 
completing  said  bridge  or  wharf,  and  making  all  the  necessary  works 
and  causeways  to  and  from  the  same,  if  they  can  agree  with  the  said 
owner  or  owners ;  and  whenever  any  fishing  right  or  other  easement 
is  alleged  to  exist  at,  upon  or  about  the  place  where  such  wharf  is  about 
to  be  erected  or  constructed,  said  directors  may  contract  with  the 
owner  or  owners  of  such  fishing  right  or  easement  for  settlement  of 

1  Act  29  April,  1874,  \  31,  as  amended  by  Act  17  April,  1876 ;  P.  L.  34. 

2  Act  of  29th  April,  1874,  \  31,  as  amended  by  Act  14  March.  1876,  P.  L.  6. 
This  clause  (which  is  an  enlargement  of  a  restricting  clause  in  the  Act  29  April, 

1874,  \  31 ;  P.  L.  90),  is,  however,  omitted  in  the  subsequent  amending  Act  of  17 
April,  1876,  \  7  ;  P.  L.  34.  It  was.  indeed,  originally  inserted  in  this  latter  Act  and 
so  passed  the  House,  (Legislative  Record  of  1876,  p.  492.  i  but  seems  to  have  been 
omitted  upon  the  second  reading  in  the  Senate  i  Legislative  Record,  p.  1358),  pro- 
bablv  being  considered  to  be  fully  supplied  by  the  previous  amending  Act  of  14 
March,  1876  (P.  L.  6) ;  and  as  finally  passed,  the  Act  of  17  April,  1876,  \  7,  pro- 
vides that  the  Act  29  April,  1S74,  $31,  be  amended  "so  as  to  read  as  follows:" 
as  in  the  text. 

3  Act  29  April,  1874,  \  31.  as  amended  by  Act  17  April,  1876;  P.  L.  34. 


56  GENERAL    CORPORATION 

damages  to  the  same,  but  in  case  they  cannot  agree,  proceedings  shall 
be  had  as  provided  in  section  forty-one  of  this  act  ;l  such  bridge  shall 
be  so  constructed  as  not  to  interfere  with  the  free  navigation  of  said 
creek  or  river.2 

Clause  2.  Toll.3 — When  the  said  corporation  shall  have  erected 
and  completed  a  bridge  over  any  creek  or  river,  under  the  authority 
of  this  act,  the  property  thereof  shall  be  vested  in  the  said  corporation, 
and  it  shall  have  power  to  erect  gates  and  to  demand  and  receive  tolls 
for  crossing  said  bridge,  at  such  rates  as  the  president  and  directors 
thereof  shall  from  time  to  time  determine,  not  exceeding  the  rates  fol- 
lowing, namely :  For  every  score  of  sheep  or  swine,  eight  cents ;  for  every 
score  of  horned  or  muley  cattle,  twenty-five  cents ;  for  every  mule  or 
horse,  driven  or  led,  five  cents ;  for  every  horse  or  mule,  ladened  or 
unladened,  with  rider,  five  cents  ;  for  every  two-wheeled  vehicle  and 
one  horse,  six  cents,  the  same  with  two  horses,  ten  cents ;  for  every 
four-wheeled  vehicle,  with  two  horses,  fifteen  cents  ;  for  either  of 
the  last  named  vehicles,  with  four  horses,  twenty  cents ;  for  every 
foot  passenger,  two  cents  ;  and  they  shall  cause  to  be  put  up  and  kept 
in  some  conspicuous  place  at  the  gates  of  said  bridge,  a  list  of  the 
rates  of  toll. 

Clause  3.  Penalty  for  Excessive  Tolls  or  Defective 
Bridge.4 — If  the  said  corporation,  or  any  person  employed  for  it, 
shall  collect  or  demand  any  greater  rate  or  prices  for  passing  over 
said  bridge,  than  what  is  prescribed  in  the  list  of  tolls  put  up  at  the 
gate  as  aforesaid,  or  neglect  to  keep  said  bridge  in  repair,  he  or  they 
shall  forfeit  for  every  such  offence  the  sum  of  ten  dollars,  to  be  re- 
covered as  debts  of  a  similar  amount  are  recovered,  one  half  to  be  paid 
to  the  county  and  the  other  half  to  the  person  who  may  sue  for  the 
same. 


1  Supra,  p.  37-41.     By  the  Act  of  14  May,  1874,  P.  L.  164,  it  is  provided  : 

"  Hereafter  it  shall  be  the  duty  of  all  persons  appointed  in  the  several  counties 
of  this  commonwealth  to  view  and  review  any  public  or  private  road  or  bridge,  if 
they  shall  decide  in  favor  of  locating  said  road  or  bridge,  to  endeavor  to  procure 
from  the  persons  over  whose  lands  such  location  may  be  made  releases  from  all 
claims  for  damages  that  might  arise  from  the  opening  of  such  road  or  the  building 
of  such  bridge ;  and  in  every  case  where  said  viewers  shall  fail  to  procure  such 
releases,  and  it  shall  appear  to  them  that  any  damages  will  be  sustained,  it  shall 
be  their  duty  to  assess  the  damages  and  make  report  thereof,  signed  by  a  majority 
of  their  number,  and  return  the  same,  together  with  all  releases  obtained,  to  the 
court  of  quarter  sessions,  and  the  damages  so  assessed  shall  be  conclusive,  or  may 
be  subject  to  appeal,  review  or  modification,  as  may  be  provided  by  existing  laws 
in  the  different  counties  of  this  commonwealth." 

2  That  is,  obstructing  the  navigation  as  slightly  as  the  nature  of  the  work  will 
permit ;  Whitaker  v.  Canal  Co.,  6  Norris,  34  ;  Commonwealth  v.  R.  R.,  3  Casey,  365. 

3  Act  29  April,  1874,  \  31,  as  amended  by  Act  17  April,  1876 ;  P.  L.  34. 

4  Id. 


LAWS   OP   PENNSYLVANIA.  57 

Clause  4.  Accounts — Dividends.1 — Said  corporation  shall  keep 
a  just  account  of  all  moneys  received  by  their  several  collectors  of 
tolls,  for  crossing  said  bridge;  and  after  deducting  all  contingent 
costs  and  charges,  and  such  proportion  of  the  income  as  may  be  suffi- 
cient for  a  fund  to  provide  against  the  decay,  the  repairing  and  re- 
building of  the  said  bridge  that  time  and  accident  may  render  neces- 
sary, they  shall  semi-annually  declare  and  make  a  dividend  of  the 
balance  among  the  stockholders,  first  giving  notice  personally  or  by 
advertisement,  of  the  time  and  place  when  and  where  the  same  shall 
be  paid,  and  shall  cause  the  same  to  be  paid  accordingly,  in  ten  days 
thereafter,  or  as  soon  thereafter  as  the  same  shall  be  demanded. 

Clause  5.  Prohibited  Acts — Penalties.2 — If  any  person  or 
persons  shall  wilfully  pull  down,  break  or  destroy,  with  intent  to 
injure,  any  part  or  parts  of  the  said  bridges,  or  any  toll -house,  gates, 
bars  or  other  property  of  the  said  corporation,  erected  for  the  use 
of  said  bridges,  or  shall  wilfully  deform  or  destroy  the  letters  or 
figures'  in  any  list  of  the  rates  of  toll,  affixed  in  any  place  for  the  in- 
formation of  passengers,  or  shall  wilfully  or  maliciously  obstruct  or 
impede  the  passage  in  or  over  the  said  bridges,  or  any  part  or  parts 
thereof,  he  or  she,  or  they,  so  offending,  shall  each  of  them  forfeit 
and  pay  for  each  and  every  such  offence,  to  the  said  corporation,  the 
sum  of  ten  dollars,  to  be  recovered  as  other  debts  of  a  like  amount 
are  recoverable;  and  if  any  person  shall  be  guilty  of  carrying  any 
lighted  cigar  or  pipe,  or  of  carrying  fire  in  any  manner  whatsoever, 
over  said  bridge,  except  in  a  lantern  or  in  some  vessel  secured  so  that 
the  probability  of  setting  fire  to  said  bridges  shall  be  fully  prevented, 
or  shall  discharge  any  pistol  or  gun,  or  any  fire-arms,  on  or  near  said 
bridges,  he,  she  or  they  so  offending,  shall  forfeit  and  pay  to  the  said 
company  the  sum  of  five  dollars  each,  with  all  other  damages  sus- 
tained to  said  bridges,  for  every  such  offence,  to  be  recovered  as  afore- 
said ;  or  if  any  person  or  persons  shall  evade  the  payment  of  any  toll 
or  duty  for  passing  said  bridges,  or  ride  or  drive  his  or  their  horse  or 
horses  on  or  over  said  bridge  in  a  faster  gait  than  a  walk,  he,  she  or 
they  so  offending,  shall  forfeit  and  pay  to  the  said  corporation  the 
sum  of  five  dollars  for  every  such  offence,  to  be  recovered  in  like 
manner  as  aforesaid  ;  but  no  suit  shall  be  brought  for  any  of  the  said 
offences,  unless  commenced  within  thirty  days  after  it  shall  be 
known  who  committed  said  offence,  and  he,  she  or  they  so  offending, 
shall  remain  liable  to  action  at  the  suit  of  said  corporation  for  such 
wrongs,  if  the,  sums  herein  mentioned  be  not  sufficient  to  repair  and 
satisfy  said  damage. 

Clause  6. — License  op  Wharf  Companies  in  Philadelphia.2 
— No  wharf  company  within  the  jurisdiction  of  the  board  of  wardens, 

1 1  Act  29  April,  1874,  \  31,  as  amended  by  Act  17  April,  1876 ;  P.  L.  34. 
2  Id. 


58  GENERAL,   CORPORATION 

for  the  port  of  Philadelphia,  shall  have  the  right  to  exercise  its  corpo- 
rate franchises  under  this  act  until  it  has  been  licensed  by  said  board 
of  port  wardens,  and  complied  with  the  provisions  of  an  act  entitled 
"  An  Act  to  establish  a  board  of  wardens  for  the  port  of  Philadelphia, 
and  for  the  regulation  of  pilots  and  pilotages,  and  for  other  purposes 
therein  mentioned,"  approved  March  twenty-ninth,  eighteen  hundred 
and  three,  and  its  supplements.1 

Sale  of  Property.2 — It  shall  be  lawful  for  any  bridge  company, 
with  the  assent  of  the  holders  of  not  less  than  two-thirds  of  its  capital 
stock,  to  sell  or  dispose  of  its  property  to  any  other  corporation,  and 
said  corporation  so  purchasing  shall  have  lull  power,  in  accordance 
with  the  purposes  of  its  charter,  to  use  the  property  so  purchased  for 
the  purpose  designated  in  the  charter  under  which  said  property  was 
built. 

Ferry  and  Wharf  Companies — Additional  Powers.3 — Any 
ferry  company  incorporated  as  aforesaid,  shall  have  the  right  and 
power  to  erect  and  maintain  a  ferry,  either  of  steam  power  or  other- 
wise, across  any  of  the  streams  or  waters  of  this  commonwealth,  sub- 
ject to  the  right  of  prior  occupants;4  and  any  ferry  or  wharf  company 
may  take  and  receive  such  charges  for  occupancy,  storage  and  use, 
and  such  tolls  and  freights  for  the  passage  of  persons,  vehicles,  ani- 
mals and  freight  as  may  be  appointed  by  them,  subject  to  the  approval 
of  the  court  of  quarter  sessions  of  the  proper  county,  which  court  is 
required  to  examine  the  schedule  of  charges  and  toll-sheet  submitted 
by  any  such  corporation,  and  approve  the  same  or  lessen  or  increase 
the  same  as  seems  just  and  proper. 

Voting  in  Bridge  Companies.-5 — In  all  elections  or  meetings  of 
stockholders  of  any  turnpike,  plank  road  or  bridge  company,  incor- 
porated under  any  law  of  this  commonwealth,  every  stockholder  shall 
be  entitled  to  one  vote  for  every  share  of  stock  by  him  or  her 
held  in  such  corporation,  to  be  cast  either  in  person,  or  by  proxy  duly 
constituted  by  power  of  attorney  in  writing,  attested  by  one  or  more 
subscribing  witnesses. 

1 4  Sm.  Laws,  73. 

2  Act  12  June,  1879;  P.  L.  173. 

3  Act  29  April,  1874,  \  32,  as  amended  by  Act  17  April,  1876,  \  8 ;  P.  L.  36. 

*  A  legislative  grant  to  individuals  to  use  public  rights  for  private  gain  will  not 
be  deemed  exclusive  unless  plainly  so  declared ;  and  a  supplementary  act  not  founded 
upon  any  new  consideration,  declaring  such  prior  privileges  to  be  exclusive,  will  not 
create  a  contract  binding  upon  the  State ;  Johnson  v.  Com.,  6  Norris,  184. 

5  Act  11  June,  1879;  P.  L.  139. 


LAWS    OF    PENNSYLVANIA.  59 

30.  Telegraph  Companies. 
Charter.1 — The  charter  for  the  incorporation  of  a  company  to 
maintain  a  telegraph  line,  shall,  in  addition  to  what  is  hereinbefore 

required,  also  state — 

I.  The  general  route  of  the  line  of  telegraph. 

II.  The  points  to  be  connected. 

Clause  1.  Construction  op  Line. — Such  corporation  shall  be 
authorized,  when  incorporated  as  hereinbefore  provided,  to  construct 
lines  of  telegraph  along  and  upon  any  of  the  public  roads,  streets,  lands 
or  highways,  or  across  any  of  the  waters  within  the  limits  of  this  State. 
by  the  erection  of  the  necessary  fixtures,  including  posts,  piers  or  abut- 
ments for  sustaining  the  cords  or  wires  of  such  lines,  but  the  same  shall 
not  be  so  constructed  as  to  incommode  the  public  use  of  said  road-s 
streets  or  highways,2  or  injuriously  interrupt  the  navigation  of  said 
waters ;  and  this  act  shall  not  be  so  construed  as  to  authorize  the  con- 
struction of  a  bridge  across  any  of  the  waters  of  this  State. 

Clause  2.  Condemning  Property.3 — In  all  cases  where  the  par- 
ties cannot  agree  upon  the  amount  of  damages  claimed,  or  by  reason 
of  the  absence  or  legal  incapacity  of  the  owner  or  owners,  no  such 
agreement  can  be  made,  for  the  right  to  enter  upon  lands  or  premises 
for  the  purposes  named  in  this  section,  the  company  shall  tender  a 
bond,  or  have  the  same  filed  in  the  manner  provided  in  the  forty-first 
section  of  this  act,  and  proceedings  shall  be  had  as  therein  set  forth.4 

Clause  3.  Right  to  Connect  with  other  Lines.5 — The  said 
telegraphic  corporation  shall  have  the  right  to  connect  its  lines  of  tele- 
graph with  any  other  line  operating  within  this  State;  and  it  shall  be 
the  duty  of  any  corporation  or  person  owning  any  other  telegraph 
line  doing  business  within  this  State,  to  permit  such  connection,  and 
to  receive  dispatches  from  and  for  other  telegraph  lines  and  corpora- 
tions, and  from  and  for  any  individual,  and  on  payment  of  their  usual 
charges  to  individuals  for  transmitting  dispatches,  as  established  by 
the  rates  and  regulations  of  such  telegraph  line,  to  transmit  the  same 
with  impartiality  and  good  faith,  under  penalty  of  one  hundred  dol- 
lars for  every  neglect  or  refusal  so  to  do,  to  be  sued  for  as  debts  of 
like  amount  are  by  law  recoverable,  and  to  be  recovered  with  costs 
of  suit  in  the  name  and  for  the  benefit  of  the  person  or  persons  send- 
ing or  desiring  to  send  such  dispatch. 

1  Act  29  April,  1874,  §  33  ;  P.  L.  92. 

2  City  v.  Telegraph  Co.,  2  Weekly  Notes  Cas.  455;  33  Leg.  Int.  129;  Telegraph 
Co.  v.  Wilt,  1  Phila.  Kep.  270. 

3  Act  29  April,  1874,  §  33;  P.  L.  92. 

4  Supra,  p.  37,  40. 

5  Act  29  April,  1874,  \  33;  P.  L.  92. 


60  GENERAL   CORPORATION 

Clause  4.  Acquisition  of  Competing  Lines  Prohibited.1 — 
No  such  telegraph  company  shall  be  consolidated  with  or  merged  in 
any  other  company  owning  a  competing  line  of  telegraph,  nor  shall 
the  stock  or  bonds  of  any  such  telegraph  company,  to  an  amount 
sufficient  to  control  the  same,  be  held  or  owned  by  any  company  own- 
ing a  competing  line  of  telegraph,  nor  shall  any  company  owning  a 
competing  line  acquire,  by  purchase  or  otherwise,  any  other  compet- 
ing line  of  telegraph. 

Clause  5.  Charge  for  Delivering  Messages.2 — The  charge 
by  all  telegraph  companies  organized  under  this  act,  and  those 
accepting  the  provisions  thereof,  for  the  transmission  of  any  tele- 
graphic dispatch,  shall  include  the  charge  for  the  delivery  thereof, 
and  no  extra  or  additional  charge  shall  be  made  for  such  delivery. 

Incorporation  of  Additional  Telegraph  Companies.3 — 
Corporations  of  the  second  class  may  be  formed  and  created  in  the 
manner  provided  for  by  the  act  to  which  this  is  a  supplement,  and 
with  all  the  rights  and  powers  therein  granted,  for  the  purpose  of 
constructing,  maintaining  and  leasing  lines  of  telegraph  for  the  pri- 
vate use  of  individuals,  firms,  corporations,  municipal  and  otherwise, 
for  general  business,  and  for  police,  fire  alarm  or  messenger  business, 
or  for  the  transaction  of  any  business  in  which  electricity  over  or 
through  wires  may  be  applied  to  any  useful  purpose. 

4  The  business  of  such  corporation  may  be  wholly  within  or  partly 
within  and  partly  without  the  limits  of  any  city,  borough  or  township 
in  this  State,  or  partly  in  any  other  state  or  states. 

Charter.5 — That  in  lieu  of  the  requirements  of  the  first  para- 
graph of  the  thirty-third  section  of  the  act  to  which  this  is  supple- 
mentary, approved  April  twenty-ninth,  one  thousand  eight  hundred 
and  seventy-four,  the  charter  for  the  incorporation  of  companies  under 
the  provisions  of  this  act  shall  state : 

First.  In  what  counties  in  this  State  it  is  proposed  to  carry  on 
business. 

Second.  In  what  other  states  it  is  proposed  to  carry  on  business. 

Consent  of  Municipality.6 — Before  the  exercise  of  any  of  the 
powers  given  under  this  act,  application  shall  be  first  made  to  the 
municipal  authorities  of  the  city,  town  or  borough  in  which  it  is  pro- 
posed to  exercise  said  powers,  for  permission  to  erect  poles  or  run 
wires  on  the  same,  or  over  or  under  any  of  the  streets,  lanes  or  alleys 

1  Act  29  April,  1874,   §33;  P.  L.  92 ;  Constitution  of  Pennsylvania,  Art.   XVI. 

2  Act  29  April,  1874,  \  33;  P.  L.  92. 

3  Act  1  May,  1876,  \  1 ;  P.  L.  90. 

4  Id.  §2. 

5  Id.  §3. 

6 Id.  §4- 


LAWS    OF    PENNSYLVANIA.  61 

of  said  city,  town  or  borough,  which  permission  shall  be  given  by 
ordinance  only,  and  may  impose  such  conditions  and  regulations  as 
the  municipal  authorities  may  deem  necessary:  Provided,  That  cities 
of  the  first  class  shall  be  exempted  from  the  provisions  of  this  act. 


31.  Water,  Gas,  Light  and  Heat  Companies. 

1  Companies  incorporated  under  the  provisions  of  this  statute  for  the 
supply  of  water  to  the  public,  or  for  the  manufacture  and  supply  of 
gas,  or  the  supply  of  light  or  heat  to  the  public  by  any  other  means, 
shall,  unless  otherwise  provided  by  this  act,  from  the  date  of  the  let- 
ters patent  creating  the  same,  have  the  powers  and  be  governed, 
managed  and  controlled  as  follows : 


o 


Clause  1.  Gas,  Heat,  Light — Powers  of  Companies  Supply- 
ing.2— Where  any  such  company  shall  be  incorporated  as  a  gas  com- 
pany, or  company  for  the  supply  of  heat  or  light  to  the  public,  it 
shall  have  authority  to  supply  with  gas  light,  the  borough,  town, 
city  or  district  where  it  may  be  located-,  and  such  persons,  partner- 
ships and  corporations  residing  therein,  or  adjacent  thereto,  as  may 
desire  the  same,  at  such  price  as  may  be  agreed  upon,  and  also  to 
make,  erect  and  maintain  therein  the  necessary  buildings,  machinery 
and  apparatus  for  manufacturing  gas,  heat  or  light  from  coal  or  other 
material,  and  distributing  the  same,  with  the  right  to  enter  upon  any 
public  street,  lane,  alley  or  highway,  for  the  purpose  of  laying  down 
pipes,  altering,  inspecting  and  repairing  the  same,  doing  as  little 
damage  to  said  streets,  lanes,  alleys  and  highways,3  and  impairing 
the  free  use  thereof  as  little  as  possible,  and  subject  to  such  regula- 
tions as  the  councils  of  said  borough,  town,  city  or  district  may  adopt 
in  regard  to  grades,  or  for  the  protection  and  convenience  of  public 
travel  over  the  same. 

Clause  2.  Water  Companies.4 — Where  such  company  shall  be 
incorporated  for  the  supply  of  water,  they  shall  have  power  to  provide, 
erect  and  maintain  all  works  and  machinery  necessary  or  proper  for 
raising  and  introducing  into  the  town,  borough,  city  or  district  where 
they  may  be  located,  a  sufficient  supply  of  pure  water,  and  for  that 
purpose  may  provide,  erect  and  maintain  all  proper  buildings,  cisterns, 
reservoirs,  pipes  and  conduits,  for  the  reception  and  conveyance  of 

xAct  29  April,  1874,  §34;  P.  L.  93. 

2  Id. 

3  In  Bloomfield  &c.  Gas  Light  Co.  v.  Calkins,  62  N.  Y.  386 ;  1  Thomp.  &  C.  541 ; 
it  was  lielil  that  gas  pipes  could  not  be  laid  under  country  highways  without  com- 
pensating the  owners  of  the  fee.  See  supra,  p.  56,  n.  2;  Dillon  v.  Gas  Light  Co.,  1 
McArthur,  626. 

*  Act  29  April,  1874,  \  34 ;  P.  L.  93. 


62  GENERAL    CORPORATION 

water ;  and  they  are  authorized  and  empowered  by  themselves,  their 
agents,  engineers  and  workmen,  and  with  their  tools,  carts,  wagons, 
beasts  of  draught  or  burden,  to  enter  upon  such  lands  and  enclosures, 
streets,  lanes  and  alleys,  roads,  highways  and  bridges,  as  may  be 
necessary  to  occupy,1  or  to  obtain  materials  for  the  construction  of 
said  works,  and  to  occupy,  ditch  and  lay  pipes  through  the  same, 
and  the  same  from  time  to  time  to  repair,  subject  to  such  regulations 
in  regard  to  streets,  roads,  lanes  and  other  highways,  as  is  provided 
in  the  foregoing  section  for  gas  companies  ;  and  if  any  injury  be  done 
to  private  property,  the  said  company  shall  make  compensation  there- 
for in  the  manner  provided  in  the  forty-first  section  of  this  act,2 

Clause  3.  Exclusive  Franchises.3 — The  right  to  have  and  enjoy 
the  franchises  and  privileges  of  such  incorporation  within  the  district 
or  locality  covered  by  its  charter  shall  be  an  exclusive  one  f  and  no 
other  company  shall  be  incorporated  for  that  purpose  until  the  said 
corporation  shall  have  from  its  earnings  realized  and  divided  among 
its  stockholders,  during  five  years,  a  dividend  equal  to  eight  per 
centum  per  annum  upon  its  capital  stock.5 

Penalty  for  Supplying  Impure  Gas  or  Water.6 — Provided 
That  the  said  corporations  shall  at  all  times  furnish  pure  gas  and 
water,  and  any  citizen  using  the  same  may  make  complaint  of  im- 
purity or  deficiency  in  quantity,  or  both,  to  the  court  of  common  pleas 
of  the  proper  county,  by  bill  filed,  and  after  hearing  the  parties  touch- 
ing the  same,  the  said  court  shall  have  power  to  make  such  order  in 
the  premises  as  may  seem  just  and  equitable,  and  may  dismiss  the 
complaints  or  compel  the  corporation  to  correct  the  evil  complained  of.7 

Practice.8 — All  proceedings  authorized  by  said  [the  preceding] 
proviso  shall  be  in  accordance  with  the  rules  of  equity  practice  now 
existing :  Provided,  That  all  lawful  fees  and  costs  accruing  in  such 
proceeding  shall  be  taxed  and  allowed  as  provided  by  the  equity  fee 
bill  in  the  respective  court  and  paid  by  the  unsuccessful  party. 


1  Farnsworth  v.  Goodhue,  48  Vt.  209 ;  New  York  &c.  K.  K.  v.  Gas  Light  Co.,  5 
Hun,  201. 

2  Supra,  p.  37-41. 

3  Act  29  April,  1874,  ?,  34  ;  P.  L.  93. 

4  As  between  two  applicants,  the  one  first  giving  legal  notice  of  intention  to  apply 
and  complying  with  the  statutory  requirements,  is  entitled  to  letters-patent ;  Re 
Shamokin  Coal  Gas  Co.,  O.  A.  G.,*19  Aug.  1874. 

5  This  is  a  limitation  of  power,  and  even  the  consent  of  the  previously  existing 
corporation  cannot  remove  the  restriction ;  O.  A.  G.,  3  Feb.  1877 ;  Re  Consumer's 
Mutual  Gas  Co.,  O.  A.  G.,  15  July,  1878. 

6  Act  29  April,  1874,  \  34;  P.  L.  93.' 

7  By  Act  of  10  June,  1881,  §  1,  [P.  L.  112,]  this  proviso  has  been  extended  to 
all  gas  and  water  companies  incorporated  under  any  law  of  this  commonwealth. 

8  Act  10  June,  1881,  \  2;  P.  L.  112. 


LAWS    OF    PENNSYLVANIA.  63 

Appeal.1 — Either  party  may  appeal  to  the  supreme  court  as  in 
cases  in  equity. 

Power  to  Mortgage.2 — It  shall  be  lawful  for  any  gas  company 
or  water  company,  incorporated  under  the  provisions  of  the  act  of  the 
general  assembly  of  this  commonwealth,  entitled  "  An  Act  to  pro- 
vide for  the  incorporation  and  regulation  of  certain  corporations,"  ap- 
proved the  twenty-ninth  day  of  April,  Anno  Domini  one  thousand 
eight  hundred  and  seventy-four,  to  borrow  any  sums  of  money  not 
exceeding  in  the  aggregate  one  half  of  the  capital  stock  of  such  com- 
pany paid  in,  at  a  rate  of  interest  not  exceeding  amounts  now  allowed 
by  law,  and  issue  bonds  therefor  with  coupons  or  interest  warrants  at- 
tached, and  secure  the  payment  of  such  bonds  and  interest  warrants  by 
a  mortgage  to  a  trustee  or  trustees  of  all  its  real  and  personal  property, 
rights,  privileges  and  franchises. 

Clause  4.  Storage  and  Transportation  of  Water— Pur- 
chase and  Condemnation  of  Lands.3 — Before  any  such  water  com- 
pany shall  proceed  to  occupy  any  land  or  enclosure,  or  to  obtain  and  use 
any  material  therefrom,  for  the  purpose  mentioned  in  this  section,  it 
shall  be  lawful  for  them  to  agree  with  the  owner  or  owners  thereof 
for  the  purchase  of  so  much  thereof  as  may  be  necessary,  or  as  to  the 
amount  of  injury  sustained  thereby;  but  in  case  they  cannot  agree, 
proceedings  shall  be  had  as  provided  in  section  forty-one  of  this  act.4 

Powers  of  Certain  Companies.5 — Provided*  That  companies 
organized  for  any  of  the  purposes  set  forth  in  the  eighteenth  clause  of 
the  second  section  of  this  act,  whether  such  companies  shall  have  been 
organized  under  any  special  act  of  assembly  or  under  the  general  acts, 
in  said  eighteenth  clause  enumerated,  and  not  having  for  their  object 
the  supplying  of  any  village,  borough  or  city  with  water,  shall  have 
all  the  rights,  privileges  and  powers  conferred  by  the  said  eighteenth 
clause,  and  the  right  to  take  lands,  waters  or  rivulets  shall  be  exer- 
cised in  the  manner  provided  in  the  forty-first  section  of  this  act.6 

Clause  5.  Penalty  for  Illegal  Use  of  Water  or  Gas.7 — If 
any  person  or  persons  shall  open  a  communication  into  the  water  or 
gas  main,  or  other  pipe  of  said  company,  without  authority  from  the 
inspector  or  other  authorized  agent  of  said  company,  or  shall  let  on  the 
water  or  gas,  after  either  shall  have  been  stopped  by  order  of  said  in- 
Met  10  June,  1881,  g  3  ;  P.  L.  112. 

2  Act  24  March,  1877 ;  P.  L.  39. 

3  Act  of  29  April,  1874,  g  34,  cl.  4,  as  amended  by  Act  12  June,  1879 ;  P.  L.  177. 
*  Supra,  p.  37-41. 

5  Act  29  April,  1874,  \  34,  cl.  4,  as  amended  by  Act  12  June,  1879 ;  P.  L.  177. 

6  Supra,  p.  37-41. 

7  Act  29  April,  1874,  \  34 ;  P.  L.  94. 


64  GENERAL   CORPORATION 

spector  or  authorized  agent  of  said  company  for  repairs  or  any  other 
cause  or  purpose,  or  shall  put  up  any  hydrants,  pipes  or  burners,  in 
addition  to  those  originally  put  up  and  inspected,  and  introduce  into 
them  water  and  gas,  as  the  case  may  be,  without  authority  as  afore- 
said, he,  she  or  they  shall  be  subject  to  a  penalty  of  not  less  than  ten, 
nor  more  than  one  hundred  dollars,  recoverable  before  any  alderman 
or  justice  of  the  peace  of  the  proper  county,  as  debts  of  like  amount 
are  by  law  recoverable,  one  half  to  be  paid  to  the  informer,  and  one 
half  to  the  company. 

Clause  6.  Injuring  Works — Penalty.1 — If  any  person  shall 
wilfully  or  maliciously  do,  or  cause  to  be  done,  any  act  or  acts 
whatever,  whereby  any  building,  construction,  reservoir  or  works  of 
said  company,  or  any  water  or  gas  pipe,  gas  post,  burner  or  reflector,  or 
any  matter  or  thing  appertaining  to  the  same  shall  be  stopped  or  ob- 
structed, injured,  contaminated  or  destroyed,  the  person  or  persons  so 
offending  shall  be  considered  guilty  of  a  misdemeanor,  and  may  there- 
for be  indicted  in  the  court  of  quarter  sessions  of  the  proper  county, 
and  on  conviction  thereof  shall  be  punished  by  a  fine  not  exceeding 
five  hundred  dollars,  or  be  imprisoned  not  exceeding  one  year,  or 
both,  at  the  discretion  of  the  court:  Provided,  That  such  criminal 
prosecution  shall  not  in  any  way  impair  the  right  of  said  company  to 
a  full  compensation  in  damages  by  civil  suit. 

Clause!.  Municipality  may  Purchase  Wobks." — It  shall  be 
lawful  at  any  time  alter  twenty  years  from  the  introduction  of  water 
or  gas,  as  the  case  may  be,  into  any  place  as  aforesaid,  tor  the  town, 
borough,  city  or  district  into  which  the  said  company  shall  be  loeated, 
to  become  the  owners  of  said  works,  and  the  property  of  said  com- 
pany, by  paying  therefor  the  net  cost  of  erecting  and  maintaining 
the  same,  with  interest  thereon,  at  the  rate  of  ten  per  centum  per  an- 
num, deducting  from  said  interest  all  dividends  theretofore  declared  : 
Provided,  That  nothing  in  this  section  contained  shall  authorize  a 
company  incorporated  under  the  provisions  of  tlii-  act  to  construct 
gas  or  water  works  within  the  limits  of  any  municipality,  when  gas 
or  water  works  have  been  constructed  by  said  municipality  without 
the  lawful  consent  of  the  corporate  authorities  thereof. 

Charges  for  Gas  or  Water — When  Court  may  Determine 
Reasonableness  of.3 — And  provided  further,  That  the  court  of 
common  pleas  of  the  proper  county  shall  have  jurisdiction  and  power 
upon  the  bill  or  petition  of  any  citizen  using  the  gas  or  water  of  any 
of  said  companies  to  hear,  inquire  and  determine  as  to  the  charges 
thereof  for  gas  or  water  so  furnished,  and  to  decree  that  the  said  bill 
be  dismissed,  or  that  the  charges  shall  be  decreased,  as  to  the  said 

lAct  29  April,  1874,  2  34;  P.  L.  94. 

2  Id. 

3  Id. 


LAWS   OF   PENNSYLVANIA.  65 

court  may  seem  just  and  equitable,  and  to  enforce  obedience  to  their 
decrees  by  the  usual  process. 


32.  Real  Estate  Companies. 

Capital  Stock — PowePvS.1 — The  capital  stock  of  corporations  for 
the  purchase  and  sale  of  real  estate,  or  for  holding,  leasing  and  sell- 
ing real  estate,  and  for  maintaining  or  erecting  and  maintaining 
walls  or  banks  for  the  protection  of  low  lying  lands,  shall  consist  in 
the  aggregate  at  no  time  of  more  than  six  hundred  thousand  dollars, 
to  be  divided  into  shares  of  fifty  dollars  each ;  the  said  corporations 
shall  have  the  right  to  purchase,  take,  hold  and  enjoy  real  estate,  in 
fee  simple,  on  lease  or  upon  ground  rent,  as  well  that  already  pur- 
chased or  acquired  as  that  hereafter  purchased  or  acquired,  to  im- 
prove, lease,  mortgage  and  sell  the  same  in  such  parts  and  parcels, 
and  on  such  terms  as  to  time  of  payment  as  they  may  determine,  and 
to  convey  the  same  to  the  purchaser,  in  fee  simple  or  for  any  less 
estate,  or  upon  ground  rents,  and  in  like  manner  to  mortgage,  sell, 
convey  or  extinguish  any  ground  rent  reserved  out  of  any  real  estate 
so  sold ;  and  may  maintain  or  erect  and  maintain  walls  or  banks  of 
stone,  earth  or  other  material  for  the  protection  of  meadow  and  low 
lying  lands  from  the  encroachments  of  water :  Provided,  That  the 
quantity  of  real  estate  held  at  any  one  time,  in  cities  or  boroughs, 
shall  not  exceed  five  hundred  acres,  and  outside  thereof  shall  not  ex- 
ceed teu  thousand  acres,  but  any  number  of  acres  desired,  may  be 
protected  from  encroachment  by  water. 

Powers  of  Eeal  Estate,  Hotel,  Drove  Yard  and  other 
C03IPAXIES.2 — Companies  incorporated  under  the  provisions  of  this 
act,  or  similar  companies  already  incorporated  and  accepting  the  same, 
for  holding,  leasing  and  selling  real  estate  or  for  the  establishment 
and  maintenance  of  a  hotel  or  boarding-house,  or  opera  and  market- 
house,  hotel  and  drove  yard,  or  both,  any  or  either,  shall  have  the 
right  and  power  to  take,  receive,  hold  and  enjoy,  either  by  conveyance, 
[in]  fee  simple  or  for  any  less  estate,  or  upon  ground  rent,  or  for  both, 
all  the  buildings,  lots  of  lands,  premises,  [and]  appurtenances  necessary 
to  the  successful  maintenance  and  carrying  on  of  such  business;  shall 
have  the  power  to  execute  the  necessary  and  proper  covenant  for  se- 
curing the  payment  of  ground  rent  on  any  of  such  lands  and  premises  ; 
shall  have  power  to  sell  and  convey,  let  or  lease,  all  or  any  parts  of  said 
lots,  or  the  tenements  and  buildings  thereon  erected,  either  for  cash 
or  on  ground  rent,  or  partly  for  cash  and  partly  on  ground  rent,  and 
shall  have  power  to  hold  or  erect  such  buildings,  fixtures  and  ap- 
purtenances, and  procure  such  furniture  and  equipments  as  may  be 
necessary  for  the  success  of  its  business ;  and  the  said  corporation  may 

1  Act  29  April,  1874,  \  35,  as  amended  by  Act  17  April,  1876,  §  9 ;  P.  L.  36. 

2  Act  29  April,  1874,  \  36,  as  amended  by  Act  17  April,  1876,  \  10 ;  P.  L.  36. 


QQ  GENERAL   CORPORATION 

borrow  money,  in  the  manner  provided  in  section  thirteen  of  this  act,1 
to  an  amount  equal  to  the  capital  stock  of  the  company  paid  up,  and 
secure  the  same  by  mortgage  upon  the  said  lots,  buildings  and  fixtures 
and  appurtenances. 


33.  Safe  Deposit  Companies. 

2  Safe  deposit  companies  shall  have  power  to  receive  upon  deposit 
for  safe  keeping,  jewelry,  plate,  stocks,  bonds,  notes  and  valuable  pro- 
perty of  every  kind,  upon  terms  to  be  prescribed  by  the  by-laws  of 
such  corporation,  which  by-laws  shall  at  all  times  be  posted  up  in  the 
place  or  places  of  business  of  such  corporations. 


34.  Building  and  Loan  Associations.3 

4 Building  and  loan  associations  incorporated  under  the  provisions 
of  this  act,  shall  have  the  powers,  and  from  the  date  of  the  letters 
patent  creating  the  same,  when  not  otherwise  provided  in  this  act,  be 
governed,  managed  and  controlled  as  follows  : 

Powers.5 — They  shall  have  the  power  and  franchise  of  loaning  or 
advancing  to  the  stockholders  thereof  the  moneys  accumulated  from 
time  to  time,6  and  the  power  and  right  to  secure  the  re-payment  of 
such  moneys,  and  the  performance  of  the  other  conditions  upon  which 
the  loans  are  to  be  made,7  by  bond  and  mortgage  or  other  security,  as 
well  as  the  power  and  right  to  purchase  or  erect  houses,  and  to  sell, 

1  Supra,  p.  26. 

2  Act  29  April,  1874,  \  35,  as  amended  by  Act  17  April,  1876,  \  9  ;  P.  L.  36. 

3  The  Act  of  10  April,  1879,  [P.  L.  16,]  is  a  general  statute  regulating  building 
associations,  and  has  been  here  woven  in  with  the  Act  of  1S74,  the  arrangement  of 
the  present  section  being  based  upon  the  doctrine  that  the  provisions  of  the  later 
statute  upon  the  same  subject-matter  as  the  former  acts  operated  as  a  repeal  of  those 
former  provisions,  saving  all  rights  previously  acquired,  and  more  particularly  as 
the  tenth  section  of  the  Act  of  1879  repeals  all  acts  inconsistent  therewith  ;  a  doc- 
trine seemingly  sanctioned  by  Rhoads  v.  Ass'n,  1  Norris,  187;  Neesser  v.  Commth, 
1  Casey,  126;  Johnston's  Estate,  9  Id.  511.  Lest,  however,  in  the  absence  of  judi- 
cial interpretation,  this  arrangement  should  prove  misleading,  and  as  many  asso- 
ciations chartered  prior  to  the  Act  of  1879  have  not  accepted  its  provisions,  the 
omitted  portions  of  the  Act  of  1874  are  inserted  in  notes  to  their  appropriate  places. 

*  Act  29  April,  1874,  \  37,  el.  1 ;  P.  L.  96. 

5  Id. 

6  The  association  is  not  bound  to  inquire  for  what  purpose  the  money  is  to  be  ap- 
plied bv  the  borrowers;  Juniata  Ass'n  v.  Truxill,  3  Norris,  316;  Eelief  Fund  »■ 
Tugshore,  8  Luz.  Leg.  Reg.  199 ;  Hagerman  v.  Ass'n,  25  Ohio  St.  186. 

7  When  a  mortgage  is  conditioned  for  the  payment  of  the  loan  and  of  monthly 
dues,  repayment  of  principal  and  interest  will  not  necessarily  extinguish  the  obli- 
gation if  the  association  desire  to  retain  it  as  security  for  the  dues ;  Everhard  r. 
Ass'n,  11  Wright,  352. 


LAWS   OP   PENNSYLVANIA.  67 

convey,  lease  or  mortgage  the  same  at  pleasure  to  their  stockholders 
or  others  for  the  benefit  of  their  stockholders,  in  such  manner,  also, 
that  the  premiums  taken  by  the  said  associations,  for  the  preference 
or  priority  of  such  loans  shall  not  be  deemed  usurious,  and  so,  also, 
that  in  case  of  non-payment  of  instalments,  premiums  or  interest  by 
borrowing  stockholders,  for  six  months,  payment  of  principal,  premiums 
and  interest,  without  deducting  the  premium  paid,  or  interest  thereon, 
may  be  enforced  by  proceeding  on  their  securities  according  to  law. 

Premiums  may  be  Paid  in  Instalments.1 — It  shall  be  lawful 
for  any  mutual  savings  fund,  or  building  and  loan  association,  now 
incorporated  or  hereafter  to  be  incorporated,  in  addition  to  dues  and 
interest,  to  charge  and  receive  the  premium  or  bonus  bid  by  a  stock- 
holder for  preference  or  priority  of  right  to  a  loan  in  periodical  instal- 
ments ;  and  such  premium  or  bonus  so  paid  in  instalments  shall  not  be 
deemed  usurious,  but  shall  be  taken  to  be  a  payment  as  it  falls  due  in 
contradistinction  to  a  premium  charged  and  paid  in  advance;  and  in 
so  far  as  said  premium  or  bonus  so  charged  and  paid,  in  addition  to 
dues  and  interest,  shall  be  in  excess  of  two  dollars  for  each  periodical 
payment,  the  same  shall  be  lawful,  any  law,  usage  or  custom  to  the 
contrary  notwithstanding. 

Interest  in  Advance.2 — It  shall  also  be  lawful  for  any  mutual 
savings  fund  or  building  and  loan  association  to  charge  and  deduct 
interest  in  advance,  in  lieu  of  premiums  for  preference  or  priority  of 
right  to  a  loan  :  Provided,  That  the  certificate  of  incorporation  of  each 
association  hereafter  to  be  incorporated,  and  the  certificate  provided 
in  section  nine  of  this  act  for  those  heretofore  incorporated,3  shall  set 
forth  whether  the  premium  or  bonus  bid  for  the  prior  right  to  a  loan 
shall  be  deducted  therefrom  in  advance  or  paid  in  periodical  instal- 
ments, or  whether  interest  in  advance  shall  be  deducted  from  the  loan 
in  lieu  of  premium  or  bonus. 

Capital  Stock.4 — The  capital  stock  of  any  corporation  created 
for  such  purposes  by  virtue  of  this  act,  shall  at  no  time  consist  in  the 
aggregate  of  more  than  one  million  dollars,  to  be  divided  into  shares 
of  such  denomination,  not  exceeding  five  hundred  dollars  each,  and 
in  such  number  as  the  corporators  may,  in  the  application  for  their 
charter,  specify:  Provided,  That  the  capital  stock  may  be  issued  in 
series,  but  no  such  series  shall  at  any  issue  exceed  in  the  aggregate 
five  hundred  thousand  dollars,  the  instalments  on  which  stock  are  to 
be  paid  at  such  time  and  place  as  the  by-laws  shall  appoint ;  no  period- 
ical payment  of  such  instalments  to  be  made  exceeding  two  dollars 

1  Act  10  April,  1879,  §  1 ;  P.  L.  16. 

2  Id. 

3  Infra. 

4  Act  29  April,  1874,  \  37,  cl.  2 ;  P.  L.  97. 


68  GENERAL    CORPORATION 

on  each  share,  and  said  stock  may  be  paid  off  and  retired  as  the  by- 
laws shall  direct.1 

Unpaid  Instalments  to  be  a  Lien.2 — Every  share  of  stock 
shall  be  subject  to  a  lien  for  the  payment  of  unpaid  instalments  and 
other  charges  incurred  thereon  under  the  provisions  of  the  charter  and 
by-laws,  and  the  by-laws  may  prescribe  the  form  and  manner  of 
enforcing  such  lien  ;  new  shares  of  stock  may  be  issued  in  lieu  of  the 
shares  withdrawn  or  forfeited  ;  the  stock  may  be  issued  in  one  or  in 
successive  series,  in  such  amount  as  the  board  of  directors  or  the  stock- 
holder may  determine.3 

Voluntary  Withdrawals  Eegulated.4 — Stockholders  with- 
drawing voluntarily,  shall  receive  such  proportion  of  the  profits  of  the 
association  or  such  rate  of  interest  as  may  be  prescribed  by  the  by- 
laws,3 any  law  or  usage  to  the  contrary  notwithstanding  ;  but  pay- 
ment of  the  value  of  stock  so  withdrawn,  shall  only  be  due  when  the 
funds  now  by  law  applicable  to  the  demand  of  withdrawing  stock- 
holders6 are  sufficient  to  meet  and  liquidate  the  same,  and  then  only 
in  the  order  of  the  respective  times  of  presentation  of  the  notices  of 
such  withdrawals,  which  must  have  been  presented  in  writing  at  a 

1  Rodgers  v.  Ass'n,  7  Weekly  Notes  Cas.  95.  A  stockholder  cannot,  qua  stock- 
holder, maintain  an  action  at  law  against  the  association ;  O'Eourke  v.  Ass'n,  8 
Weekly  Notes  Cas.  176. 

2  Act  29  April,  1874,  §  37,  cl.  2 ;  P.  L.  97. 

3  The  remainder  of  this  section,  which  is  apparently  supplied  by  the  Act  of  10 
April,  1879,  \  2  and  §3,  [infra,  p.  63,  69,],  i>  as  follows  : 

"  Withdrawal  of  Stockholders. — Any  stockholder  wishing  to  withdraw  from 
the  said  corporation,  shall  have  power  to  do  so  by  giving  thirty  days'  notice  of  his 
or  her  intention  to  withdraw,  when  he  or  she  shall  be  entitled  to  receive  the  amount 
paid  in  by  him  or  her,  less  all  fines  and  other  charges ;  but  after  the  expiration  of 
one  year  from  the  issuing  of  the  series,  such  stockholders  shall  be  entitled,  in  addi- 
tion thereto,  to  legal  interest  thereon :  Provided,  That  at  no  time  shall  more  than 
one-half  of  the  funds  in  the  treasury  of  the  corporation  be  applicable  to  the  de- 
mands of  withdrawing  stockholders  without  the  consent  of  the  board  of  directors, 
and  that  no  stockholder  shall  be  entitled  to  withdraw  whose  stock  is  held  in  pledge 
for  security. 

Eights  of  Personal  Eepresextatives. — Upon  the  death  of  a  stockholder,  his 
or  her  legal  representatives  shall  be  entitled  to  receive  the  full  amount  paid  in  by 
him  or  her  and  legal  interest  thereon,  first  deducting  all  charges  that  may  be  due 
on  the  stock ;  no  fines  shall  be  charged  to  a  deceased  member's  account  from  and 
after  his  or  her  decease,  unless  his  [the]  legal  representatives  of  such  decedent 
assume  the  future  payments  on  the  stock."     Act  29  April,  1874,  \  37,  cl.  2 ;  P.  L.  97. 

4  Act  10  April,  1879,  \  2 ;  P.  L.  16. 

5  In  Knoblanck  v.  Ass'n,  8  Pitts.  Leg.  Jour.  (N.  S.)  39,  a  by-law  was  sustained 
which  provided  for  a  certain  deduction  from  payment  to  withdrawing  members  to 
meet  anticipated  losses ;  McGrath  v.  Ass'n,  8  Wright,  383. 

6  That  is,  one-half  of  the  funds  in  the  treasurv  ;  Act  12  April,  1859  ;  P.  L.  544  ; 
Act  29  April,  1874,  \  37,  cl.  2,  [P.  L.  97],  quoted  supra,  n.  3.  "It  is  an  abuse  of 
corporate  power  to  invest  all  the  funds  and  leave  no  fund  to  pay  withdrawing  mem- 
bers. The  provision  as  to  payment  of  withdrawals  out  of  one-half  only  of  the  funds 
in  the  treasury,  is  a  charter  limitation  on  the  rights  of  withdrawing  "members,  in- 
tended to  prevent  a  conflict  with  the  exercise  of  other  corporate  franchises." 
Second  Nat.  Ass'n  v.  Hubley,  34  Leg.  Int.  6. 


LAWS   OF   PENNSYLVANIA.  69 

previous  stated  meeting,  and  have  been  then  and  there  endorsed  as  to 
times  of  presentation  by  the  officer  designated  by  the  by-laws  of  the 

association.1 

Involuntary  Withdrawals.2 — The  by-laws  may  provide  for 
the  involuntary  withdrawal  and  cancellation  at  or  before  maturity  of 
shares  of  stock  not  borrowed  on:  Provided,  That  such  withdrawal 
and  cancellation  shall  be  pro  rata  among  the  shares  of  the  same  series 
of  stock:  And  prodded  further,  That  not  less  than  legal  interest  shall 
be  credited  and  allowed  to  each  share  so  withdrawn  and  cancelled. 

By-Laws.3 — The  number,  titles,  functions  and  compensation  of 
the  officers  of  any  such  corporation,  their  terms  of  office,  the  times  of 
their  elections,  as  well  as  the  qualifications  of  electors,  and  the  ratio 
and  manner  of  voting,  and  the  periodical  meetings  of  the  said  corpo- 
ration, shall  be  determined  by  the  by-laws  when  not  provided  by  this 
act. 

Disposal  of  Funds.4 — The  said  officers  shall  hold  stated  meet- 
ings, at  which  the  money  in  the  treasury,  if  over  the  amount  fixed  by 
charter  as  the  full  value  of  a  share,  shall  be  offered  for  loan  in  open 
meeting,  and  the  stockholder  who  shall  bid  the  highest  premium  for 
the  preference  or  priority  of  loan,  shall  be  entitled  to  receive  a  loan 
of  not  more  than  the  amount  fixed  by  charter  as  the  full  value  of  a 
share  for  each  share  of  stock  held  by  such  stockholder.5  Provided, 
That  a  stockholder  may  borrow  such  fractional  part  of  the  amount 
fixed  by  charter  as  the  full  value  of  a  share,  as  the  by-laws  may  pro- 
vide ;  good  and  ample  security,  as  prescribed  by  the  by-laws  of  the 
corporation,  shall  be  given  by  the  borrower  to  secure  the  re-payment 
of  the  loan;  in  case  the  borrower  shall  neglect  to  offer  security,  or 
shall  offer  security  that  is  not  approved  by  the  board  of  directors,  by 
such  time  as  the  by-laws  may  prescribe,  he  or  she  shall  be  charged 
with  legal  interest,  together  with  any  expenses  incurred,  and  the  loss 

1  This  section  is  apparently  intended  to  meet  the  decision  in  U.  S.  Ass'n  v. 
Silverman,  4  Norris,  394;  Wittman  v.  Ass'n,  7  Weekly  Notes  Cas.  80. 

The  secretary's  sealed  certificate  that  notice  of  withdrawal  has  been  duly  given, 
and  that  the  stock  will  be  paid  in  regular  order  of  notice,  is  not  an  instrument 
within  the  affidavit  of  defence  act;  Newlin  v.  Ass'n,  9  Weekly  Notes  Cas.  220;  and 
an  order  drawn  by  the  president  upon  the  treasurer  is  not  a  negotiable  instrument; 
Ashland  Co.  v.  Ass'n,  9  Luz.  Lesr.  Keg.  41. 


-pi* 

2 


ActlO  April,  1879,  ?3;  P.  L.  17. 

3  Act  29  April,  1874,  \  37,  cl.  3 ;  P.  L.  97. 

4  Id.  cl.  4. 

5 The  association  cannot  fix  a  minimum  rate  of  premium,  nor  can  they  borrow 
money  wherewith  to  make  loans;  Stiles'  Appeal,  9  Weekly  Notes  (  as.  83;  Oramre- 
ville  Ass'n  v.  Young,  Id.  2~>1.  And,  obviously,  loans  to  stockholders  arc  not  "dis- 
counts" within  Art.  XVI.  Sect.  11,  of  the  Constitution  ;  Building  Ass'n  v.  Seemiller, 
3  Phila.  Rep.  115;  Schober  v.  Ass'n,  11  Casev,  223. 
6 


70  GENERAL   CORPORATION 

in  premium,  if  any,  on  a  re-sale,  and  the  money  may  be  re-sold  at 
the  next  stated  meeting.1 

Re-Payment  of  Loans.2 — A  borrower  may  re-pay  a  loan  at  any 
time,  and  in  case  of  the  re-payment  thereof  before  the  maturity  of  the 
shares  pledged  for  said  loan,  there  shall  be  refunded  to  such  borrower, 
(if  the  premiums,  bonus  or  interest  shall  have  been  deducted  in  ad- 
vance,) such  proportions  of  the  premiums,  bonus  or  advance  interest 
bid,  as  the  by-laws  may  determine :  Provided,  That  in  no  case  shall 
the  association  retain  more  than  one-hundredth  of  said  premiums  or 
bonus  for  each  calendar  month  that  has  expired  since  the  date  of  the 
meeting  upon  which  the  loan  Mas  made,3  or  if  interest  in  advance,  it 
shall  retain  only  the  interest  due  on  the  loan  up  to  the  time  of  settle- 
ment :  And  further  provided,  That  such  borrower  shall  receive  the 
withdrawing  value  of  the  shares  pledged  for  said  loan,  and  the  shares 
shall  revert  back  to  the  association.4 

1  The  remainder  of  this  section,  which  is  supplied  by  Act  10  April,  1879,  \  5, 
[infra,  p. 71,]  is  as  follows: 

"In  case  of  non-payment  of  instalments  or  interest  by  horrowing  stockholders,  for 
the  space  of  six  months,  payment  of  principal  and  interest,  without  deducting  the 
premium  paid  or  interest  thereon,  may  be  enforced  bv  proceeding  on  their  securi- 
ties according  to  law  ;"  Act  29  April,  1874,  $  37,  cl.  4 ;  P.  L.  98. 

2 Act  10  April,  1879,  §4;  p-  L.  17.  The  provision  in  the  Act  of  1874,  is  as  fol- 
lows : 

"A  borrower  may  repay  a  loan  at  any  time,  and  in  case  of  the  re-payment  thereof, 
before  the  expiration  of  the  eighth  year,  after  the  organization  of  the  corporation, 
there  shall  be  refunded  to  such  borrower  one-eight h  of  the  premium  paid  for  every 
year  of  the  said  eight  years  then  unexpired  :  Provided,  When  the  stock  is  issued  in 
separate  series  the  time  shall  be  computed  from  the  date  of  the  issuing  the  series  of 
stock  on  which  the  loan  was  made;"  Act  29  April,  1874,  \  37,  cl.  5;  P.  L.  98. 

3  This  apparently  supersedes  the  decision  in  Sherman  Ass'n  v.  Rock,  9  Phila. 
Rep.  75. 

4  The  method  of  computation  under  prior  acts  was  elaborated  in  Marietta,  &c. 
Ass'n  v.  Hanlen,  10  Lancaster  Bar,  47. 

Under  the  former  statutes  it  was  held  that  a  borrower  might  apply  his  stock  to  the 
payment  of  his  loan,  but  that  payments  of  dues  were  not  payments  on  account  of 
the  mortgage  unless  so  appropriated  by  the  mortgagor;  N.  A.  Ass'n  v.  Sutton,  11 
Casey,  463;  Kelly  v.  Ass'n,  3  Wright,  148;  Kreamer  v.  Ass'n,  6  Weekly  Notes  Cas. 
267  ;  Link  v.  Ass'n,  8  Norris,  15 ;  Early's  Appeal,  Id.  411  :  and  for  this  purpose  the 
value  of  the  stock  is  but  the  amount  of  the  payments  thereon  ;  Watkina  v.  Ass'n,  10 
Weekly  Notes  Cas.  415 ;  38  Leg.  Int.  333  :  and  that  this  right  of  appropriation  being 
a  personal  privilege,  could  not  be  exercised  by  a  terre-tenant,  a  sheriff's  vendee,  or 
any  other  than  the  mortgagor;  Economy  Ass'n  v.  Hungerbuehler,  38  Leg.  Int. 
42;  Kreamer  v.  Ass'n,  36  Id.  28;  6  Weeklv  Notes  Cas  267  ;  Spring  Garden  Ass'n 
v.  Ass'n,  10  Wright,  493;  Building  Ass'n  v.  Eshelback,  7  Phila.  Rep.  189.  This 
doctrine  equally  applies  to  unincorporated  associations  ;  Link  v.  Ass'n,  8  Norris,  15. 

So  a  member  who  with  the  consent  of  the  association  has  assigned  his  stock  to  a 
third  person,  cannot  claim  a  credit  for  the  value  of  such  shares  when  sued  upon  his 
mortgage ;  Schober  v.  Ass'n,  11  Casey,  223 ;  and  the  law  has  been  held  the  same  way 
where  the  stock  was  repledged  to  the  association  to  secure  an  additional  loan  ;  Phila. 
&c.  Ass'n  v.  Moore,  11  Wright,  233.  And  when  assigned  to  the  corporation  it  is  not 
subject  to  sale  under  an  execution  against  the  assignee  alone ;  Early's  Appeal,  8 
Norris,  411. 

Upon  general  principles,  however,  when  stock  is  assigned  to  the  association  as 
collateral,  equity  will,  as  between  the  association  and  a  second  mortgagee  of  the  land, 


LAWS    OF    PENNSYLVANIA.  71 

Remedy  for  Non-Payment  of  Instalments,  Premiums,  &c.  l — 
In  case  of  non-payment  of  instalments  of  stock,  premiums,  clues  or 
interest,  by  borrowing  stockholders,  for  the  space  of  six  months,  pay- 
ment of  the  same,  together  with  the  full  principal  of  the  loan,  may  be 
enforced  by  proceeding  on  their  securities  according  to  law ;  and  the 
moneys  so  recovered  shall  be  paid  into  the  treasury  of  the  association 
for  such  uses  (loans  or  otherwise)  as  may  be  deemed  proper  by  the 
association  ;  and  if  the  said  moneys  so  recovered,  together  with  the 
withdrawal  value  of  the  shares  of  such  defaulting  borrower,  shall  ex- 
ceed  the  amount  it  would  have  required,  according  to  the  preceding 
section,  to  have  voluntarily  repaid  the  loan,  together  with  all  the  ex- 
penses incurred  by  the  association,  such  excess  shall  be  repaid  to  such 
defaulting  borrower.2 

Fines  Limited.3 — Fines  or  penalties  for  the  non-payment  of  in- 
stalments of  dues,  interest  and  bonus  or  premium,  shall  not  exceed 
two  per  centum  per  month  on  all  arrearages. 

Premiums,  &c,  not  Usurious.4 — No  premiums,  fines,  or  interest 
on  such  premiums,  that  may  accrue  to  the  said  corporation,  according 
to  the  provisions  of  this  act,  shall  be  deemed  usurious,  and  the  same 
may  be  collected  as  debts  of  like  amount  are  now  by  law  collected  in 
this  commonwealth.5 

Married  Women  Stockholders.6 — It  shall  be  lawful  for  any 
married  woman  of  full  age  to  hold  stock  in  any  of  said  saving  funds, 

primarily  compel  the  appropriation  of  the  stock  to  the  payment  of  the  first  mort- 
gage, and  this  equity  is  not  defeated  by  a  levy  on  the  stock  by  judgment  creditors 
of  the  mortgagor ;  Herbert  v.  Ass'n,  17  X.  J.  Eq.  497 ;  Phillipsburg  &c.  Ass'n  v. 
Hawk,  27  Id.  355. 

'Act  10  April,  1879,  g5;  P.  L.  17. 

2  This  section  was  doubtless  intended  to  obviate  the  inconvenient  practice  in  cases 
of  recovery  by  legal  process,  required  by  Act  12  April,  1859,  \  5  [P.  L.  546],  which 
provision  was  omitted  from  the  Act  of  1874.  This  section  of  the  Act  of  1859  was 
construed  in  Flounders  v.  Hawley,  28  P.  F.  Smith,  47. 

When  the  borrower's  mortgage  is  divested  by  an  orphans'  court  sale  for  the  pay- 
ment of  debts,  the  association  can  only  claim  as  in  the  case  of  a  voluntary  re-pay- 
ment ;  Snider's  Estate,  34  Leg.  Int.  49. 

■''  Act  10  April,  1879,  \  6  ;  P.  L.  17. 

4  Act  29  April,  1874,  §  37,  cl.  6 ;  P.  L.  98. 

5  Juniata  Ass'n  v.  Mixell,  3  Norris,  313;  Sunbury  Ass'n  v.  Martin,  1  Luz.  Leg. 
Reg.  147.  Unincorporated  associations  can  onlv  recover  legal  interest ;  Jarrett  v. 
Cope,  18  P.  F.  Smith,  67  ;  Rhoads  v.  Ass'n,  1  Norris,  180;  Link  v.  Ass'n,  8  Id.  15; 
but  if  duly  incorporated,  unauthorized  provisions  in  the  charter  will  not  deprive 
the  corporation  of  the  benefit  of  this  section;  Becket  v.  Ass'n,  7  Norris,  211.  And 
in  an  action  on  the  mortgage  it  is  not  a  sufficient  defence  to  merely  state  that  the 
borrower  only  received  a  certain  sum  and  has  made  certain  payments,  for  the  pre- 
sumption in  the  former  case  is  that  the  difference  represents  the  premium,  and  in 
the  latter  case  that  the  pavments  were  for  fines  and  dues, — all  legalized  bv  the  act : 
Selden  v.  Ass'n,  32  P.  F.  Smith,  336. 

6 Act  10  April,  1879,  g7;  P.  L.  17. 


72  GENERAL    CORPORATION 

building  or  loan  associations ;  and  as  such  stockholder,  she  shall  have 
all  the  rights  and  privileges  of  other  members,  including  the  right  to 
borrow  money  from  the  said  associations  and  bid  premiums  therefor, 
and  shall  also  have  the  right  and  power  to  secure  such  loan  by  trans- 
ferring her  said  stock  or  other  securities  to  said  association  from  which 
the  same  was  borrowed,  or  by  executing  bond  and  mortgage  upon  her 
separate  real  estate  to  secure  said  loan :  Provided  however,  That  the 
husband  of  such  married  woman  join  in  the  execution  of  such  bond 
and  mortgage ;  and  such  married  woman  shall  also  have  the  right  to 
sell,  assign  and  transfer  her  said  stock  or  withdraw  the  same,  without 
joining  the  husband  in  such  transfer  or  withdrawal;  and  it  shall  be 
lawful  for  any  such  savings  fund,  building  or  loan  association  to  col- 
lect such  loan  made  to  such  married  woman,  including  the  dues,  in- 
terest, premiums  and  fines,  as  loans  made  by  such  associations  to 
other  members  are  now  bv  law  collected,  and  such  stock  or  interest 
in  such  stock,  shall  not  be  liable  for  the  debts  of  any  husband  of 
such  married  woman.1 

Dissolution.2 — No  corporation  or  association  created  under  this 
act  shall  cease  or  expire  from  neglect  on  the  part  of  the  corporators 
to  elect  officers  at  the  time  mentioned  in  their  charter  or  by-laws, 
and  all  officers  elected  by  such  corporation  shall  hold  their  offices  un- 
til their  successors  are  duly  elected. 

May  Purchase  and  Convey  Lands.3 — Any  loan  or  building 
association  incorporated  by  or  under  this  act,  is  herein-  authorized  and 
empowered  to  purchase  at  any  sheriff's  or  other  judicial  sale,  or  at 
any  other  sale,  public  or  private,  any  real  estate,  upon  which  such 
association  may  have  or  hold  any  mortgage,  judgment,  lien,  or  other 
incumbrance,  or  ground  rent,  or  in  which  said  association  may  have 
an  interest,  and  the  real  estate  so  purchased,  or  any  other  that  such 
association  may  hold  or  be  entitled  to  at  the  passage  of  this  act,  to 
sell,  convey,  lease,  or  mortgage  at  pleasure,  to  any  person  or  persons 
whatsoever ;  and  all  sales  of  real  estate  heretofore  made  by  such  asso- 

1  This  section  was  passed  to  meet  Wolbach  v.  Ass'n.  3  Xorris,  211.  Even  under 
the  prior  acts  the  husband  was  liable  upon  his  obligation  to  secure  his  wife's  in- 
debtedness, and  a  fortiori,  when  he  received  the  benefit  of  the  loan;  Tanner's  Ap- 
peal, 38  Leg.  Int.  4'2 ;  and  the  wife's  estate  is  also  equally  liable  upon  the  joint 
mortgage  thereof  to  secure  the  husband's  debts ;  Juniata  Ass'n  v.  Mixell,  3  Norris, 
314. 

2  Act  29  April,  1874,  §  37,  cl.  7 ;  P.  L.  98. 

The  association  is  bound  to  continue  its  existence  until  its  objects  have  been 
accomplished,  and  an  injunction  has  been  granted  to  restrain  a  premature  dissolu- 
tion ;  Pfaff  ».  Ass'n,  6  Weekly  Notes  Cas.  349 ;  see  White  Haven  Ass'n  v.  Kelley,  9 
Luz.  Leg.  Reg.  9 :  and  upon  the  insolvency  of  a  building  association  it  has  been 
decided  that  priority  of  payment  should  be  made  to  those  general  creditors  whose 
claims  did  not  depend  on  former  membership,  and  that  thereafter  upon  bill  filed  a 
receiver  would  be  appointed  to  protect  all  remaining  interests ;  In  re  National  &C. 
Ass'n,  9  Weekly  Notes  Cas.  79;  Goodrich  v.  Ass'n,  54  Georgia,  99. 

3  Act  29  April,  1874,  g  37,  cl.  8 ;  P.  L.  98. 


LAWS   OF   PENNSYLVANIA.  73 

ciations  to  any  person  or  persons  not  members  of  the  association  so 
selling,  are  hereby  confirmed  and  made  valid. 

'All  such  corporations  shall  have  full  power  to  purchase  lands  and 
to  sell  and  convey  the  same,  or  any  part  thereof,  to  their  stockholders 
or  others  in  fee  simple,  with  or  without  the  reservation  of  ground 
rents,  but  the  quantity  of  land  purchased  by  any  one  of  said  associa- 
tions hereafter  incorporated,  shall  not,  in  the  whole,  exceed  fifty  acres, 
and  in  all  cases  the  lands  shall  be  disposed  of  within  ten  years  from 
the  date  of  the  incorporation  of  such  associations  respectively.2 

May  Assign  Ground  Rents.3 — All  land  and  building;  asssocia- 
tions  are  hereby  authorized  to  make  sale  of  and  assign  or  extinguish 
to  any  person  or  persons  the  ground  rents  created  as  aforesaid. 

Prior  Purchase  and  Sale  Confirmed.4 — All  purchases  of  lands 
heretofore  made  by  building  and  loan  associations,  incorporated  by 
virtue  of  any  law  of  this  commonwealth,  and  also  all  sales  of  the  same 
made  by  them  to  their  stockholders  or  others,  are  hereby  confirmed, 
and  the  titles  of  said  associations  and  their  vendees  are  hereby  de- 
clared good  and  valid,  to  all  intents  and  purposes ;  and  the  said  asso- 
ciations, their  successors  or  assigns,  may  sell,  convey  or  lease,  at  plea- 
sure, at  any  time  within  five  years  from  the  passage  of  this  act,  the 
undisposed-of  portions  of  the  real  estate  so  hereto  purchased. 

Exemption  from  Bonus  and  Registration.5 — The  bonus  or 
taxes  due  to  the  commonwealth  upon  the  capital  stock  of  corpora- 
tions, as  provided  for  by  act  of  first  of  May,  one  thousand  eight  hun- 
dred and  sixty-eight,6  or  by  any  other  act,  shall  not  apply  to  or  be 
due  from  mutual  savings  fund,  or  building  and  loan  associations  f  nor 
shall  the  registry  for  corporations,  prescribed  by  the  first  section  of 
the  act  of  first  of  May,  one  thousand  eight  hundred  and  sixty-eight,8 
the  first  section  of  the  act  of  twenty-fourth  of  April,  one  thousand 

1  Act  29  April,  1874,  \  37,  cl.  9  ;  P.  L.  98. 

2  But  they  cannot  thus  invest  all  their  funds  to  the  prejudice  of  withdrawing 
stockholders ;  Second  Nat.  Ass'n  v.  Hubley,  34  Leg.  Int.  6 ;  supra,  p.  68,  n.  6. 

3  Act  29  April,  1874,  §  37,  cl.  10 ;  P.  L.  99. 
*  Act  19  June,  1878;  P.  L.  214. 

5  Act  10  April,  1879,  §  8  ;  P.  L.  17. 
«P.  L.  108. 

7  This  exemption  from  taxation  has  been  repealed  by  Act  7  June,  1879  ;  P.  L.  112. 
and  building  associations  are  taxable  under  the  latter  statute ;  Bourguiemon  Ass'n 
v.  Commonwealth,  10  Weekly  Notes  Cas.  161 ;  38  Leg.  Int.  324.  But  the  Act  10 
June,  1881  [P.  L.  99],  being  a  supplement  to  the  Act  of  7  June,  1879,  provides  that 
it  shall  not  apply  to  building  and  loan  associations:  Provided,  however,  that  moneys 
loaned  by  building  and  loan  associations  shall  be  subject  to  tax,  the  same  as  money 
loaned  by  individuals. 

8  P.  L.  108. 


74  GENERAL   CORPORATION 

eight  hundred  and  seventy-four,1  and  the  twenty-sixth  section  of  the 
act  of  twenty-ninth  of  April,  one  thousand  eight  hundred  and  seventy- 
four,2  apply  to  or  be  required  of  mutual  savings  fund,  or  building  and 
loan  associations. 

Acceptance  by  Existing  Associations.3 — Mutual  savings  fund, 
or  building  and  loan  associations,  heretofore  incorporated  under  the 
provisions  of  any  law,  shall  be  entitled  to  all  the  privileges,  immunities, 
franchises  and  powers  conferred  by  this  act,  upon  filing  with  the  secre- 
tary of  the  commonwealth  a  certificate  of  their  acceptance  of  the  same 
in  writing,  under  the  duly  authenticated  seal  of  said  association,  which 
certificate  shall  also  prescribe  their  mode  or  plan  of  charging  pre- 
miums, bonus  or  advance  interest,  as  set  forth  in  the  first  section  of 
this  act ;  and  upon  such  acceptance  and  approval  thereof  by  the  gov- 
ernor, he  shall  issue  letters-patent  to  said  corporation  reciting  the 
same. 

Repeal.4 — All  laws  or  parts  of  laws  inconsistent  with  the  provi- 
sions of  the  act  are  hereby  repealed. 


35.  Iron,  Steel,  Metal  and  Wood  Companies. 

5  Companies  incorporated  under  the  provisions  of  this  act  for  the 
manufacture  of  iron  or  steel,  or  both,  of  any  other  metal,  or  of  any 
article  of  commerce  from  wood  or  metal,  or  both,  unless  otherwise 
provided  by  this  act,  shall,  from  the  date  of  the  letters-patent  creating 
the  same,  have  the  powers  and  be  governed,  managed  and  controlled 
as  follows : 

Clause  1.  General  Powers.6 — Every  such  corporation  may,  in 
the  manner  prescribed  in  this  act,  increase  its  capital  stock  to  an 
amount  not  exceeding  five  million  dollars,  and  shall  have  the  right 
to  purchase,  lease,  hold,  mortgage  and  sell  real  estate  and  mineral 
rights,  to  prove  and  open  mines,  to  mine  and  prepare  for  market,  or 
for  their  own  use  and  consumption,  coal,  iron  ore  and  other  minerals, 
and  to  erect  and  construct  furnaces,  forges,  mills,  foundries,  manu- 
factories and  such  other  improvements  and  erections  as  they  may 
deem  necessary,  and  to  manufacture  iron  and  steel,  or  any  other  metal, 
or  either  thereof,  in  all  shapes  and  forms,  and  either  of  these  metals, 

'P.  L.  68. 

2  Supra,  p.  35. 

3  Act  10  April,  1879,  \  9;  P.  L.  17. 

*  Act  10  April,  1879,  \  10 ;  P.  L.  17. 
5  Act  29  April,  1874,  \  38  ;  P.  L.  99. 
•Id.  cl.  1. 


LAWS    OF    PENNSYLVANIA.  75 

exclusively  or  in  combination  with  other  metals,  or  with  wood,  and 
to  transport  all  of  said  articles  or  any  of  them  to  market,  and  to  dis- 
pose of  the  same,  and  do  all  such  other  acts  and  things  as  a  successful 
and  convenient  prosecution  of  said  business  may  require :  Provided, 
They  shall  not  at  any  one  time  have  more  than  ten  thousand  acres  of 
land  within  this  commonwealth,  including  leased  land-. 

Clause  2.  May  Issue  Bonds.1 — Every  such  corporation  may 
make  and  issue  bonds,  with  or  without  coupons  attached,  bearing  in- 
terest not  exceeding  six  per  centum  per  annum,  and  sell,  exchange  or 
otherwise  dispose  of  the  same,  upon  such  terms  and  conditions  as  they 
may  deem  advisable,  and  such  bonds,  and  the  interest  thereon,  may  be 
secured  by  a  mortgage  or  mortgages  upon  the  corporate  franchises, 
real  and  leasehold  estate:2  Provided,  They  shall  not  issue  bonds  for  a 
greater  sum  than  three  times  the  amount  of  their  capital  stock  paid  in. 

Clause  3.  Annual  Statement  and  Reports.3 — The  president 
and  directors  of  every  such  corporation  shall  annually  lay  before  the 
stockholders  a  full  and  complete  statement  of  the  business  and  a  flairs 
of  the  corporation  for  the  preceding  year;  and  it  shall  also  be  their 
duty  to  make  report  to  the  auditor  general,  at  such  time  and  in  such 
form  as  is  or  may  be  prescribed  by  law,  of  the  operations  of  the  cor- 
poration, to  the  end  that  he  may  ascertain  the  amount  of  tax  due  by 
said  corporation  to  the  commonwealth,  and  such  report  shall  be  veri- 
fied by  the  oaths  or  affirmations  of  the  president  and  treasurer  of  such 
corporation  ;  and  any  such  corporation  which  shall  neglect  or  refuse 
to  report  to  the  auditor  general,  according  to  law,  shall  be  liable  to  a 
penalty  of  five  hundred  dollars  for  the  use  of  the  commonwealth,  to 
be  sued  for  and  recovered  as  debts  of  like  amount  are  or  may  be  by 
law  recoverable. 

Clause  4.  Power  to  Appropriate  Streams.4 — It  shall  and  may 
be  lawful  for  any  corporation  organized  for  the  purposes  named  in  this 
section,  to  appropriate  any  stream  or  streams,  spring  or  springs,  flow- 
ing through  or  along,  or  rising  upon  any  lands  belonging  to  and  owned 
by  such  corporation  in  the  vicinity  of  their  works,  for  the  purpose  of 
supplying  the  same  with  stream  or  water  power,5  upon  the  said  corpo- 
ration filing  in  the  office  of  the  prothonotary  of  the  court  of  common 
pleas  of  the  county  in  which  such  works  may  be  located,  a  draft  or 
drafts  showing  the  stream  or  streams,  spring  or  springs,  which  may 

1  Act  29  April,  1874,  \  38,  cl.  2 ;  P.  L.  90. 

2  By  Act  23  March,  1877,  P.  L.  32,  [quoted  supra,  p.  27,]  the  courts  of  common 
pleas  are  invested  with  equity  jurisdiction  to  enforce  rights  under  such  mortgages. 

3  Act  29  April,  1874,  §  38,  cl.  3  ;  P.  L.  99. 

4  Id.  cl.  4. 

5  In  the  pamphlet  laws  the  fourth,  fifth  and  sixth  lines  are  misplaced.   The  above 
is  evidently  the  correct  reading. 


76  GENERAL    CORPORATION 

have  been  appropriated  for  the  purposes  aforesaid;  whereupon  it 
shall  not  be  lawful  for  any  other  corporation  or  individual  to  divert 
or  use  the  water  of  any  stream  or  streams,  spring  or  springs,  thus  ap- 
propriated, so  as  to  diminish  the  usual  accustomed  and  natural  flow 
thereof:  Provided,  That  every  corporation  thus  appropriating  any 
stream  or  streams,  spring  or  springs,  shall,  after  using  the  waters 
of  the  same  for  their  manufacturing  necessities,  return  the  same  into 
the  usual  and  accustomed  channel  whereby  the  water  of  such  stream 
or  streams,  spring  or  springs,  have  [has]  heretofore  been  accustomed 
to  flow  off  or  along  the  lands  of  such  corporation. 

Clause  5.  Construction  of  Grant.1 — The  incorporation  of  any 
association  of  persons  for  the  purposes  named  in  this  section  shall  be 
held  and  taken  to  be  of  the  same  force  and  effect  as  if  the  powers 
and  privileges  conferred  and  the  duties  enjoined  had  been  conferred 
and  enjoined  by  special  act  of  the  legislature,  and  the  franchises 
granted  shall  be  construed  according  to  the  same  rules  of  law  and 
equity  as  if  it  had  been  created  by  special  charter,  and  no  modifica- 
tion or  repeal  of  this  act  shall  affect  any  franchises  obtained  under  the 
provisions  of  the  same. 

Clause  6.  May  Hold  Stock  and  Bonds  or  Guarantee  Pay- 
ment.2— It  shall  and  may  be  lawful  for  any  incorporated  company 
of  this  commonwealth,  or  elsewhere,  to  subscribe  and  take  shares  of 
stock  in  any  company  incorporated  for  the  purposes  named  in  this 
section  of  this  act,  or  to  purchase  the  bonds  or  stock,  or  guarantee  the 
payment  of  said  bonds  and  the  interest  thereon,  or  either  principal  or 
interest. 

Clause  7.  Citizenship  of  Corporators  and  Officers — Place 
of  Business.3 — A  majority  of  the  stock  of  any  such  corporation  may 
be  held  by  persons  who  are  not  citizens  of  this  State  or  of  the  United 
States.  A  majority  of  its  directors  may  be  citizens  of  another  State, 
or  of  any  foreign  *  country ;  and  it  may  have  an  office  at  any  place 
without  the  State,  at  which  the  by-laWs  0f  the  corporation  may 
authorize  the  same  [where]  meetings  of  stockholders  and  directors  may 
be  held,  and  any  business  of  the  corporation  transacted,  but  it  shall  also 
keep  an  office  within  the  county  in  which  its  principal  business  in 
this  State  is  transacted,  and  an  officer  of  the  company  there,  upon 
whom  service  of  process  may  be  made;  and  the  property  and  stock 
of  such  corporation  shall  be  at  all  times  liable  to  taxation  under  the 
laws  of  this  commonwealth. 

Existing  Corporations.3 — Corporations  for  any  of  the  purposes 

1  Act  29  April,  1874,  \  38,  cl.  5 ;  P.  L.  99.     See  supra,  p  34,  sect,  19. 

2  Id.  cl.  6. 

3  Id.  cl.  7. 


LAWS    OF    PENNSYLVANIA.  77 

named  in  this  section,  heretofore  created  by  any  special  or  genera] 
law  of  this  commonwealth,  on  accepting  the  provisions  of  the  consti- 
tution, shall  be  entitled  to  all  the  privileges  and  powers  conferred  la- 
this act  upon  such  corporations  to  be  hereafter  created. 

Clause  8.  Liability  of  Stockholders.1 — The  stockholders  of 
every  company  incorporated  for  the  purposes  named  in  this  section 
shall  only  be  individually  liable  for  debts  due  to  the  laborers, 
mechanics,  or  clerks,  for  services,  and  in  that  ease  for  no  period  ex- 
ceeding six  months.2 


"to 


Clause  9.  Repeal.3 — All  laws  and  parts  of  laws  inconsistent  with 
this  section  be  and  the  same  are  hereby  repealed,  so  far  as  they 
may  relate  to  or  affect  any  company  incorporated  under  the  provisions 
hereof,  or  the  stockholders  of  any  such  company  :  Prodded,  This  shall 
not  apply  to  laws  imposing  taxes  upon  such  corporations. 

How  Employees  to  be  Paid.4 — From  and  after  the  first  day  of 
September,  1881,  all  persons,  firms,  companies,  corporations  or  asso- 
ciations in  this  commonwealth,  engaged  in  mining  coal,  ore  or  other 
mineral,  or  mining  and  manufacturing  them,  or  either  of  them,  or 
manufacturing  iron  or  steel,  or  both,  or  any  other  kind  of  manufac- 
turing, shall  pay  their  employees  as  provided  in  this  act. 

Payment  by  Cash  or  Cash  Order.5 — All  persons,  firms,  com- 
panies, corporations  or  associations,  engaged  in  the  business  aforesaid, 
shall  settle  with  their  employees  at  least  once  in  each  month  and  pay 
them  the  amounts  due  them  for  their  work  or  services  in  lawful  money 
of  the  United  States  or  by  the  cash  order  as  described  and  required  in 
section  three  of  this  act :  Provided,  That  nothing  herein  contained  shall 
affect  the  right  of  an  employee  to  assign  the  whole  or  any  part  of  his 
claim  against  his  employer. 

Cash  Order.6 — From  and  after  the  first  day  of  September,  1881, 
it  shall  not  be  lawful  for  any  person,  firm,  company,  corporation  or 
association,  their  clerk,  agent,  officer  or  servant  in  this  State,  to  issue 
for  payment  of  labor  any  order  or  other  paper  whatsoever,  unless  the 
same  purports  to  be  redeemable  for  its  face  value  in  lawful  money  of 
the  United  States,  bearing  interest  at  legal  rate,  made  payable  to  em- 
ployee or  bearer,  and  redeemable  within  a  period  of  thirty  days,  by 

1  Act  29  April,  1874,  \  38,  cl.  8  ;  P.  L.  99. 

2  See  supra,  p.  28-30,  and  infra,  p.  82,  n.  9,  for  the  decisions  nnder  this  section. 

3  Act  29  April,  1874,  \  38,  cl.  9 ;  P.  L.  99. 

4  Act  29  June,  1881,  \  1 ;  P.  L.  147. 

5  Id.  \  2. 

6  Id.  I  3. 


78  GENERAL    CORPORATION 

the  person,  firm,  company,  corporation  or  association  giving,  making 
or  issuing  the  same  ;  and  any  person,  firm,  company,  corporation  or 
association  engaged  in  the  business  aforesaid,  their  clerks,  agent,  offi- 
cer or  servant,  who  shall  issue  for  payment  of  labor  any  paper  or 
order,  other  than  the  one  herein  specified,  in  violation  of  this  section, 
shall  be  guilty  of  a  misdemeanor  and  upon  conviction  shall  be  fined 
in  any  sum  not  exceeding  one  hundred  dollars,  in  the  discretion  of 
the  court,  which  shall  go  to  the  common  school  fund  of  the  district 
wherein  the  crime  shall  have  been  committed. 

Profit  on  Merchandise  Sold  to  Employee.1 — From  and 
after  the  passage  of  this  act,  it  shall  be  unlawful  for  any  person, 
firm,  company,  corporation  or  association  engaged  in  mining  or  manu- 
facturing, either  or  both,  as  aforesaid,  and  who  shall  likewise  be  either 
engaged,  or  interested  directly  or  indirectly,  in  merchandising  as  owner 
or  otherwise,  in  any  money,  per  cent.,  profit  or  commission  arising 
from  the  sale  of  any  such  merchandise,  their  clerks,  servants,  officers 
or  agents,  to  knowingly  and  wilfully  sell  or  cause  to  be  sold  to  any 
employee  any  goods,  merchandise  or  supplies  whatever,  for  a  greater 
per  cent,  of  profit  than  merchandise  and  supplies  of  like  character, 
kind,  quality  and  quantity  are  sold  to  other  customers  buying  for 
cash  and  not  employed  by  them ;  and  shall  any  person  or  member  of 
any  firm,  company,  corporation  or  association,  his  or  their  clerk, 
agent  or  servant,  violate  this  section  of  this  act,  then  and  in  that  case 
the  debt  for  goods  so  sold  shall  not  be  collectible  against  the  employee 
so  purchasing. 

Interest  w^hen  Failure  to  Pay  Employee.2 — If  any  per- 
son, firm,  company,  corporation  or  association  shall  refuse,  for  the 
space  of  twenty  days,  to  settle  and  pay  any  of  their  said  employees  at 
the  intervals  of  time  as  provided  in  section  two  of  this  act,  or  shall 
neglect  or  refuse  to  redeem  any  of  cash  orders  herein  provided  for, 
within  the  time  specified,  if  presented  and  suit  should  be  brought  for 
the  amount  overdue  and  unpaid,  judgment  for  the  amount  of  said 
claim  proven  to  be  due  and  unpaid  with  a  penalty  of  one  per  centum 
of  such  amount  added  thereto  for  each  and  every  month's  delay  shall 
be  rendered  in  favor  of  the  plaintiff1  in  such  action  :  Provided  further, 
That  the  cash  order,  herein  provided  for,  given  for  the  payment  of 
labor,  if  the  laborer  continues  to  hold  the  same,  in  case  of  the  insol- 
vency of  the  company  or  person  or  firm  or  corporation  giving  the 
same,  such  laborer  shall  not  lose  his  lien  and  preference  under  ex- 
isting law. 

Repeal.3 — All  laws  or  parts  of  laws,  inconsistent  herewith,  be 
and  the  same  are  hereby  repealed. 

1  Act  29  June,  1881,  §4 ;  P.  L.  147. 

2  Id.  I  5. 

3  Id.  §6. 


LAWS    OF    PENNSYLVANIA.  79 


36.  Mechanical,  Mining,  Quarrying,  Manufacturing  and 

Other  Corporations. 

1  Companies  incorporated  under  the  provisions  of  this  act  for  the 
carrying  on  of  any  mechanical,  mining,  quarrying,  manufacturing  or 
other  business,  as  provided  in  clause  eighteen  of  the  second  class,  in 
section  two  hereof,2  when  not  otherwise  provided  in  this  act,  shall, 
from  the  date  of  the  letters-patent  creating  the  same,  have  the  powers 
and  be  governed,  managed  and  controlled  as  follows : 

Capital  Stock.3 — That  every  such  corporation  may  have  a  capi- 
tal stock  not  exceeding  five  million  dollars,  and  may  by  a  vote  of 
three-fourths  of  the  general  stockholders,  at  a  meeting  duly  called  for 
the  purpose,  issue  two  kinds  of  stock,  namely  :  general  stock  and 
special  stock ;  the  special  stock  shall  at  no  time  exceed  two-fifths  of 
the  actual  capital  of  the  corporation,  and  shall  be  subject  to  redemp- 
tion at  par,  after  a  fixed  time  to  be  stated  in  the  certificates.  Hold- 
ers of  such  special  stock  shall  be  entitled  to  receive,  and  the  corpora- 
tion shall  be  bound  to  pay  thereon,  a  fixed  or  half-yearly  sum  or 
dividend  to  be  expressed  in  the  certificates,  not  exceeding  four  per 
centum,  and  they  shall  in  no  event  be  liable  for  the  debts  of  the  cor- 
poration beyond  their  stock. 

Payment  of  Stock  Assessment.4 — That  if  the  proprietor  of  any 
share  neglect  to  pay  a  sum  duly  assessed  thereon,  for  the  space  of 
thirty  days  after  the  time  appointed  for  payment,  the  treasurer  of  the 
company  may  sell  by  public  auction  a  sufficient  number  of  the  shares 
to  pay  all  assessments  then  due,  with  necessary  and  incidental  charges 
thereon.  The  treasurer  shall  give  notice  of  the  time  and  place  ap- 
pointed for  such  sale/and  of  the  sum  [due]  on  each  share,  by  advertising 
the  same  three  weeks  successively  before  the  sale,  in  some  newspaper 
published  in  said  county;  and  a  deed  of  the  share  so  sold  made  by 
the  treasurer,  and  acknowledged  before  a  justice  of  the  peace,  and  re- 
corded by  the  clerk,  [who]  shall  transfer  said  shares  to  the  purchaser, 
who  shall  be  entitled  to  a  certificate  therefor. 

Certificate  of  Payment  of  Capital  Stock  to  be  Recorded.5 
— The  president  and  directors,  with  the  treasurer  and  clerk  of  such 
companies,  shall,  after  the  payment  of  the  last  instalment  of  the  capi- 
tal stock,  make  a  certificate  stating  the  amount  of  the  capital  so  fixed 

1  Act  29  April,  1874,  §  39  ;  P.  L.  101. 

2  Supra,  p.  10. 

3  Act  29  April,  1874,  \  39,  cl.  1 ;  P.  L.  101. 

4  Id.  cl.  2  ;  supra,  p.  23-26. 

5  Id.  cl.  3. 


80  GENERAL    CORPORATION 

and  paid  in,  which  certificate  shall  be  signed  and  sworn  to  by  the 
president,  treasurer,  clerk,  and  a  majority  of  the  directors,  and  they 
shall  cause  the  same  to  be  recorded  in  the  office  of  the  recorder  of 
deeds  for  said  county. 

Withdrawal  of  Capital.1 — If  any  part  of  the  capital  stock  of 
a  company  is  withdrawn  and  refunded  to  the  stockholders,  before  the 
payment  of  all  the  debts  of  the  company  contracted  previously  to  the 
recording  of  a  copy  of  the  vote  for  that  purpose  in  the  office  of  the 
recorder  of  deeds,  as  prescribed  in  the  preceding  section,  all  the  stock- 
holders of  the  company  shall  be  jointly  and  severally  liable  for  the 
payment  of  such  debts.2 

Dividends — Liability  of  Directors.3 — If  the  directors  of  any 
company  declare  any  dividend  when  the  company  is  insolvent,  or  the 
payment  of  which  would  render  it  insolvent,  they  shall  be  jointly 
and  severally  liable  for  all  the  debts  of  the  company  then  existing,  and 
for  all  thereafter  contracted,  so  long  as  they  respectively  continue  in 
office :  Provided,  That  the  amount  for  which  they  shall  be  liable  shall 
not  exceed  the  amount  of  such  dividend,  and  if  any  of  the  directors 
are  absent  at  the  time  of  making  the  dividend  or  object  thereto,  at 
said  time,  and  file  their  objections  in  writing  with  the  clerk  of  the 
company,  they  shall  be  exempted  from  such  liability.4 

Indebtedness — Liability  of  Directors.5 — The  whole  amount 
of  the  debts  which  any  such  company  at  any  time  owes,  shall  not  ex- 
ceed the  amount  of  its  capital  stock  actually  paid  in,  unless  such  debt 
be  for  unpaid  purchase  money  for  lands  bought,  which  debt  shall  only 
be  a  lien  upon  and  collectible  from  said  land  ;  and  in  case  of  any  ex- 
cess, the  directors,  under  whose  administration  it  occurs,  shall  be 
jointly  and  severally  liable  to  the  extent  of  such  excess  for  all  the 
debts  of  the  company  then  existing,  and  for  all  that  are  contracted,  so 

1  Act  29  April,  1874,  \  30,  cl.  4  ;  P.  L.  101. 

2  Supra,  p.  28-30  ;  infra,  p.  81,  82. 

3  Act  29  April,  1874,  §39.  cl.  5;  P.  L.  101. 

4  The  company  need  not  be  joined  as  co-defendant  in  an  action  against  the  direc- 
tors, for  the  latter  being  wrongdoers,  have  no  recourse  over;  Hill  v.  Frazier,  10 
Harris,  320.  [This  case  was  decided  upon  section  14  of  the  general  manufacturing 
Act  of  7  April,  1849  (P.  L  567),  of  which  the  present  section  is  a  transcript,  save 
that  the  former  act  provides  that  the  directors  shall  be  liable  "  in  their  individual 
capacities,"  which  is  probably  immaterial].  To  the  same  effect  are  Sheriff  v.  Oil 
Co.,  7  Phila.  Rep.  4 ;  1  Brewster,  489 ;  Archer  v.  Rose,  3  Brewster,  265 ;  Young  v. 
Oil  Co.,  10  Phila.  Rep.  525,  decided  upon  the  Act  18  July,  1863 ;  P.  L.  1105. 

And  a  director  who  with  knowledge  of  the  insolvency  of  the  company  loans  money 
to  the  corporation  for  the  purpose  of  declaring  a  dividend,  is  not  entitled,  upon  an 
assignment  of  the  corporate  effects,  to  re-payment  of  any  part  of  the  loan  so  made, 
until  the  claims  of  stockholders  are  satisfied;  Kisterbock's  Appeal,  1  P.  F.  Smith, 
483.     • 

5  Act  29  April,  1874,  ?  39,  cl.  6  ;  P.  L.  101. 


LAWS   OF    PENNSYLVANIA.  81 

long  as  they  respectively  continue  in  office,  and  until  the  debts  are  re- 
duced to  the  amount  of  the  capital  stock  :l  Provided,  That  any  of  the 
directors  who  are  absent  at  the  time  of  contracting  any  debts,  con- 
trary to  the  foregoing  provisions,  or  who  object  thereto,  may  exempt 
themselves  from  liability  by  forthwith  giving  notice  of  the  facts  to  the 
stockholders,  at  a  meeting  which  they  may  call  for  that  purpose. 

Penalty  for  False  Certificate.2 — If  any  certificate  made,  or 
any  statement  or  notice  given  by  the  officers  of  a  company,  under  the 
provisions  of  this  act,  is  false  in  any  material  representation,  all  the 
officers  who  signed  the  same,  knowing  it  to  be  false,  shall  be  jointly 
and  severally  liable  for  all  the  debts  of  the  company  contracted  while 
they  were  officers  or  stockholders  thereof.3 

Power  to  Hold  Real  and  Personal  Estate.4 — Such  corpora- 
tion may,  in  its  corporate  name,  take,  hold  and  convey  such  real  and 
personal  estate  as  is  necessary  for  the  purpose  of  its  organization,'5  may 
carry  on  its  business,  or  so  much  thereof  as  is  convenient,  beyond  the 
limits  of  the  commonwealth,  and  may  there  hold  any  real  or  personal 
estate  necessary  for  conducting  the  same. 

Annual  Certificate  to  be  Filed.6 — Every  such  corporation 
shall,  annually,  in  September,  make,  and  the  president,  treasurer  and 
a  majority  of  the  directors,  shall  sign,  swear  to,  and  deposit  with  the 
recorder  of  deeds  for  said  county,  a  certificate  stating^the  amount  of 
capital  stock  paid  in,  the  names  and  number  of  shares  held  by  each 
stockholder,  the  amount  invested  in  real  estate  and  in  personal  estate, 
the  amount  of  property  owned  and  debts  due  to  the  corporation,  on 
the  first  day  of  August  next  preceding  the  date  of  such   certificates, 

1  Supra,  p.  80,  n.  4.  In  other  States  this  liability  has  been  held  to  be  a  general  one 
enuring  to  the  benelit  of  all  creditors  upon  bill  tiled  and  not  for  the  benefit  of  indi- 
vidual creditors ;  Love  v.  Buchanan,  94  111.  76  ;  Hornor  v.  Henning,  93  V.  S.  228.  And 
in  First  Nat.  Bank  v.  Price,  33  Md.  487,  the  courts  of  thai  State  declined  to  enforce 
this  liability  against  a  director  of  a  Pennsylvania  corporation  residing  in  Maryland, 
upon  the  ground  that  the  penalty  could  only  be  enforced  in  the  State  wherein  the 
law  which  imposed  it  was  enacted  ;  Thompson's  Liability  of  Stockholders,  \  80-86. 

2  Act  29  April  1874,  §  39,  cl.  6 ;  P.  L.  102. 

3 Supra,  p.  2S-30.  Such  statutes  are  penal  and  strictly  construed;  Steam  Engine 
Co.  v.  Hubbard,  101  U.  S.  188.  ruder  somewhat  analogous  acts  in  Connecticut,  it 
was  recently  decided  that  an  action  for  tliis  penalty  will  not  survive  the  death  of 
the  officer  thus  liable;  Mitchell  v.  Hotehkiss,  1:2  Reporter,  684.  So  in  New  York 
it  has  been  held  that  the  officers  are  only  liable  for  the  debts,  and  not  for  the  torts 
of  the  corporation,  and  that  the  action  must  be  founded  upon  the  original  claim, 
a  judgment  against  the  corporation  not  being  evidence ;  Esmond  v.  Bullard,  16 
Hun,  65;  Miller  v.  White,  50  N.  137  Y.  :  and  that  an  officer  of  the  corporation 
may  relieve  himself  from  future  liabilities  by  resigning,  although  the  resignation 
is  not  acted  upon  by  the  board  ;   Blake  v.  Wheeler,  18  Hun,  496. 

*Act  29  April,  1874,  §39,  cl.  7  ;  P.  L.  102. 

bSnpr,t,  p.  30,  n.  4. 

6  Act  29  April  1874,  g39,  cl.  8 ;  P.  L.  102. 


82  GENERAL    CORPORATION 

and  the  amount,  as  nearly  as  can  be  ascertained,  of  existing  demands 
against  the  corporation  at  the  date  of  the  certificate.  J 

Liability  for  Failure  to  File  Certificates.1 — When  the 
officers  of  such  corporation  have  failed  to  perform  the  duties  pre- 
scribed in  this  act,  as  to  making  certificates,  the  certificates  therein 
mentioned  may  be  made  and  filed  at  any  time  after  such  failure ;  and 
such  officers  shall  not  be  personally  liable  for  debts  of  the  corporation 
contracted  after  the  requisitions  of  this  act  have  been  complied  with.2 

Service,  of  Process.3 — Process  shall  be  served  upon  such  cor- 
porations in  the  same  manner  as  is  now  directed  by  law  with  regard 
to  other  corporations.4 

Dissolution.5 — The  court  of  common  pleas  of  the  proper  county 
shall  have  the  same  power  to  dissolve  such  corporation,  upon  petitions 
filed  under  the  corporate  seal,  which  it  now  has  with  regard  to  other 
corporations.6 

Special  Stock — Liability  of  General  Stockholders.7 — 
When  special  stock  is  created  by  any  corporation,  under  this  act,  the 
general  stockholders  shall  be  liable  for  all  debts  and  contracts  until 
the  special  stock  is  fully  redeemed. 

Individual  Libajlity  of  Stockholders.8 — The  stockholders 
of  any  and  all  corporations,  under  this  act,  shall  be  personally  liable 
for  all  sums  of  money  due  to  laborers,  clerks  and  operatives,  for  ser- 
vices rendered  within  six  months  before  demand  made  upon  the  cor- 
poration, and  its  neglect  or  refusal  to  make  payment  ;9  and  when 
judgment  is  obtained  against  any  corporation  for  wages  or  labor  due 
to  an  amount  not  exceeding  two  hundred  dollars,  said  corporation 
shall  not  be  entitled  to  stay  of  execution. 

1  Act  29  April  1874,  \  39,  cl.  9  ;  P.  L.  102. 

2  Supra,  p.  81,  n.  3. 

3  Act  29  April  1874,  §  39,  cl.  10 ;  P.  L.  103. 

4  The  Acts  relating  to  service  of  process  on  corporations  are  digested  in  1  Purdon'* 

Digest,  286  et  seq. 

5  Act  29  April,  1874,  \  39,  cl.  10  ;  P.  L.  103. 

6  Infra,  p.  87,  88. 

7  Act  29  April,  1874,  §  39,  cl.  10 ;  P.  L.  103. 

8  Id.  cl.  11. 

9  Supra,  p.  28-30.  Statutes  imposing  a  personal  liability  upon  stockholders  for 
corporate  debts  being  in  derogation  of  the  common  law  are  strictly  construed  ;  Supra, 
p.  28,  n.  7  ;  Chase  v.  Lord,  77  N.  Y.  1 :  and  the  term  "  laborers"  within  the  mean- 
ing of  the  statute  includes  only  "  Those  who  perform  with  their  own  hands,  the 
contract  they  make  with  the  employer,"  thereby  excluding  civil  engineers  and 
their  assistants,  contractors  and  the  like  ;  Heebner  v.  ( 'have,  5  Barr,  115  ;  Seider's 
Appeal,  10  Wright,  61 ;  Smith  v.  Brooke,  13  Id.  147  ;  Mover  v.  Slate  Co.,  21  P.  F. 
Smith,  296;  Wentroth's  Appeal,  1  Norris,  469;  Penna.  &c.  R.  R.  v.  Leuffer,  3  Id. 
168;  Brockway  v.  Innes,  39  Mich.  47  ;  Peck  v.  Miller,  Id.  594. 


LAWS   OF    PENNSYLVANIA.  83 

Powers  as  to  Real  Estate.1 — Any  such  corporation  may,  from 
time  to  time,  acquire  and  dispose  of  real  estate,  and  may  construct, 
have  or  otherwise  dispose  of  dwellings  and  other  buildings;  hut  no 
power  to  sell  or  release  the  real  estate  of  such  corporation  shall  be 
exercised  by  the  directors  thereof,  unless  such  power  be  expressly 
given  in  the  certificates  originally  filed,  without  a  consent  of  a  majority 
of  the  stock  in  value  consenting  and  agreeing  to  such  sale  or  lease 
before  making  the  same,  which  consent  shall  be  obtained  at  a  meet- 
ing of  the  stockholders  to  be  held  for  that  purpose,  of  which  meeting 
thirty  days'  notice  shall  be  given  in  one  of  the  newspapers  of  the 
proper  county,  and  such  consent  shall  be  evidenced  only  by  the 
written  signatures  of  said  stockholders. 

Power  to  Coxdemn  Land.2 — Companies  organized  for  any  of 
the  purposes  set  forth  in  the  eighteenth  clause  of  the  second  section  of 
this  act,3  whether  such  companies  shall  have  been  organized  under  any 
special  act  of  assembly  or  under  the  general  acts,  in  said  eighteenth 
clause  enumerated,  and  not  having  for  their  object  the  supplying  of 
any  village,  borough  or  city  with  water,  shall  have  all  the  rights, 
privileges  and  powers  conferred  by  the  said  eighteenth  clause,  and  the 
right  to  take  lands,  waters  or  rivulets  shall  be  exercised  in  the  man- 
ner provided  in  the  forty-first  section  of  this  act.4 

Corporation  Stores.5 — Every  manufacturing,  mining  or  quarry- 
ing company  incorporated  under  the  provisions  of  this  act  shall  be 
confined  exclusively  to  the  purposes  of  its  creation,  as  specified  in  its 
charter,  and  no  such  company  shall  manufacture  or  sell  any  com- 
modity or  articles  of  merchandise  other  than  those  therein  specified. 
No  such  company  shall  engage  in  nor  shall  it  permit  any  of  its  em- 
ployees or  officials  to  engage  in  the  buying  or  selling  upon  the  lands 
possessed  by  it  of  any  wares,  goods  or  commodities  or  merchandise, 
other  than  those  specified  in  their  charter  or  necessary  for  the  manu- 
facture of  the  same.  No  such  company  shall  permit  to  be  withheld 
or  authorize  or  direct  the  withholding  of  wages  due  any  of  its  opera- 
tives or  employees  by  reason  of  the  sale  or  furnishing  of  goods,  Mares 
or  merchandise  by  any  person  to  such  operatives  or  employees,  unless 
the  same  be  withheld  by  reason  of  and  in  obedience  to  due  process  of 
law  ;  but  nothing  herein  contained  shall  prohibit  any  such  company 
from  supplying  to  its  employees  oil,  powder  and  other  articles  and  im- 
plements necessary  for  or  used  in  mining.6 

1  Act  29  April  1874,  §  39,  cl.  12 ;  P.  L.  103. 

■  Act  29  April,  1S74,  \  34,  cl.  4,  as  amended  by  Act  12  June,  1879 ;  P.  L.  197. 

3  Supra,  p.  10. 

4  Supra,  p.  37-41. 

5  Act  29  April,  1874,  §  43 ;  P.  L.  106. 

6  The  Act  29  June,  1881,  P.  L.  147,  (quoted  supra,  p.  77,  78, )  further  regulates  the 
payment  of  wages  to  employees  and  the  rate  of  profit  upon  merchandise  sold  them. 


84  general  corporation 

After  Expiration  of  Charter  may  Wind  up  Affairs/ — 
All  corporations  for  mining,  manufacturing  or  trading  purposes, 
whether  created  by  general  or  special  acts  of  assembly,  whose  char- 
ters may  have  expired,  or  may  hereafter  expire,  may  bring  suits,  and 
maintain  and  defend  suits  already  brought,  for  the  protection  and 
possession  of  their  property,  and  the  collection  of  debts  and  obligations 
owing  to,  or  by,  them,  and  sell,  convey,  and  dispose  of  their  property, 
and  make  title  therefor,  as  fully  and  effectually  as  if  their  charters 
had  not  expired  ;  and  the  officers  last  elected,  or  the  survivors  of 
them,  shall  be  officers  to  represent  said  corporations  for  such  purposes, 
and  if  no  officers  survive,  the  stockholders  may  elect  officers  under 
their  by-laws :  Provided,  That  this  act  shall  be  construed  only  so  as 
to  enable  said  corporations  to  realize  and  divicTe  their  assets,  and  wind 
up  their  affairs,  and  not  to  transact  new  business. 


37.  Inclined  Plane  Railways.2 

The  companies  incorporated  under  the  provisions  of  the  act  to 
which  this  act  is  a  supplement,3  for  the  erection  and  maintenance  of 
incline  plane  railways  operated  by  stationary  engines,  and  the  carriage 
of  passengers  and  freight  thereon  shall,  from  the  date  of  the  letters 
patent  creating  the  same,  be  governed,  managed  and  controlled  as 
follows,  and  shall  be  entitled  to  the  statute  to  which  this  is  a  supple- 
ment : 

Clause  1.  General  Powers.4 — The  directors  of  such  corporation 
shall  have  full  power  and  authority  to  appoint,  agree  and  contract 
with  such  engineers,  contractors,  laborers  and  other  persons,  as  they, 
may  think  necessary,  to  make  and  construct  or  operate  such  incline 
plane  and  other  buildings,  and  collect  the  fares  hereinafter  authorized, 
and  fix  their  compensation,  to  purchase  real  estate  in  quantities  not 
exceeding  ten  acres  at  any  one  time,  and  to  sell  and  improve  the 
same  in  such  manner  as  thev  may  determine,  and  to  do  and  transact 
all  other  acts,  matters  and  things,  as  by  the  by-laws  of  such  corpora- 
tion may  be  intrusted  to  them. 

Clause  2.  Other  Corporations  may  hold  Stock.5 — It  shall 
and  may  be  lawful  for  any  incorporated  company  of  this  com- 
monwealth or  elsewhere,  to  subscribe  and  take  shares  of  stock  in  any 
corporation  incorporated  for   the  purposes  named  in  this  act,  or  to 

lAct  21  May,  1881,  P.  L.  30;  Act  8  June,  1874,  P.  L.  278. 
2Actl  May,  1876;  P.  L.  84. 
3  Act  29  April,  1874 ;  P.  L.  73. 
*  Act  1  May,  1876 ;  P.  L.  84. 
5  Id.     Supra,  p.  26. 


LAWS   OF   PENNSYLVANIA.  85 

purchase  the  bonds  or  stock,  or  guarantee  the  payment  of  said  bond 
and  the  interest  thereon. 

Clause  3.  May  Purchase  or  Condemn  Land.1 — Before  the 
directors  of  any  such  corporation  shall  proceed  to  erect  any  such 
inclined  plane  or  other  buildings,  it  shall  be  lawful  for  them  to  con- 
tract with  the  owner  or  owners  of  any  land,  for  the  purchase  of  so 
much  thereof  as  may  be  necessary  for  the  purpose  of  such  inclined 
plane  company ;  but  in  case  they  cannot  agree,  then  proceedings  shall 
be  had  for  the  condemnation  of  said  lands  as  provided  in  section 
forty-one  of  the  act  to  which  this  is  a  supplement.2 

Clause  4.  Rates  of  Toll.3 — When  said  corporation  shall  have 
erected  any  inclined  plane  under  the  authority  of  this  act,  the  property 
thereof  shall  be  vested  in  the  said  corporation,  and  it  shall  have  the 
power  to  erect  gates,  and  to  demand  such  rates  as  the  directors  there- 
of shall,  from  time  to  time/determine,  not  exceeding  six  cents  for  the 
carriage  of  each  passenger,  and  for  the  carriages  of  freight,  packages, 
et  cetera,  ten  cents  per  hundred  weight  or  fractional  part  thereof;  the 
directors  of  said  corporation  to  have  power  to  determine  the  classes 
of  freight  to  be  carried,  and  they  shall  cause  to  be  put  up  and  kept 
in  some  conspicuous  place  in  the  station-houses  of  said  inclined  plane, 
an  exhibit  of  the  rates  of  fare  fixed  by  them. 

Clause  5.  Penalty  for  Demanding  Illegal  Fares.4 — If  the 
said  corporation,  or  any  person  employed  by  it,  shall  demand  or  col- 
lect any  greater  fares  than  are  prescribed  in  the  exhibit  of  fares  put 
up  in  the  station-houses  as  aforesaid,  he  or  it  shall  forfeit  for  every 
such  offence  the  sum  of  ten  dollars,  to  be  recovered  as  debts  of  a 
similar  amount  are  recovered,  one  half  to  be  paid  to  the  county  and 
the  other  half  to  the  person  suing  for  the  same. 

Clause  6.  Accounts — Dividends.5 — Said  corporation  shall  keep 
a  just  account  of  all  moneys  received  by  its  agents,  and  after 
deducting  all  expenses  and  such  proportion  of  the  income  as  may  be 
sufficient  for  a  fund  to  provide  against  the  decay,  repairing  and  re- 
building of  said  plane,  that  time  and  accident  may  render  necessary, 
shall  semi-annually  declare  and  make  a  dividend  of  the  balance 
among  the  stockholders,  first  giving  notice,  personally  or  by  adver- 
tisement, of  the  time  and  place  when  and  where  the  same  shall  be 
paid,  and  shall  cause  the  same  to  be  paid  accordingly  in  ten  days 
thereafter,  or  as  soon  as  the  same  shall  be  demanded. 

1  Act  1  May,  1876  ;  P.  L.  84. 

2  Supra,  p.  37-41. 

3  Act  1  May,  1876  ;  P.  L.  84. 

4  Id. 

5  Id. 

7 


86  GENERAL    CORPORATION 

Clause  7.  Prohibited  Acts — Penalties.1 — If  any  person  shall 
break,  pull  down  or  destroy  any  part  or  parts  of*  said  inclined 
plane,  or  other  property  of  the  said  corporation,  or  shall  wilfully  ob- 
struct the  passage  in  or  to  the  said  inclined  plane,  or  any  part  or  parts 
thereof,  each  such  person  shall  forfeit  and  pay  to  the  said  corporation 
the  sum  of  ten  dollars  for  each  and  every  such  oifence,  to  be  recovered 
as  other  debts  of  a  like  amount  are  recoverable,  and  if  any  person 
shall  be  guilty  of  carrying  any  lighted  cigar  or  pipe,  or  carrying  fire 
into  the  station-houses  and  buildings  of  the  corporations  in  any  man- 
ner except  in  a  lantern,  or  shall  discharge  any  pistol,  or  gun,  or  any 
fireworks  in  or  near  the  buildings  of  the  said  company,  each  one  so 
offending  shall  forfeit  and  pay  the  said  corporation  the  sum  of  five 
dollars  for  every  such  offence,  to  be  recovered  in  like  manner  as  afore- 
said ;  but  no  suit  shall  be  brought  for  any  of  the  aforesaid  offences 
unless  commenced  within  thirty  days  after  it  shall  be  known  who 
committed  said  offences,  and  he,  she  or  they  shall  remain  liable  to 
action  at  the  suit  of  the  corporation  for  any  of  the  wrongs  enumerated 
in  this  clause,  if  the  sums  herein  mentioned  be  not  sufficient  to  repair 
or  satisfy  said  damage. 

Clause  8.  Obstruction  of  Causeways — Penalties.2 — That  the 
causeways  or  other  approaches  to  the  station-houses  of  any  inclined 
plane  chartered  under  the  act  to  which  this  is  a  supplement,  shall  be 
deemed  to  be  and  taken  as  public  highways  and  subject  to  the  same 
penalties  for  obstruction  thereof  as  may  now  or  shall  hereafter  be  en- 
forced for  the  obstruction  of  public  streets  in  the  municipality  in 
which  said  approaches  may  be  located. 

Clause  9.  Commencement  and  Completion  of  Work.3 — If 
any  company  incorporated  under  this  law  for  the  purpose  of  erecting 
an  inclined  plane,  as  aforesaid,  shall  not  proceed  to  carry  on  said  work 
within  the  space  of  two  years  from  the  date  of  its  letters  patent,  or 
shall  not  within  the  space  of  five  years  thereafter  complete  the  same, 
the  rights  and  privileges  granted  to  the  said  corporation  shall  revert 
to  the  commonwealth. 


38.  Secretary  of   Commonwealth    to    Publish    List  of 

Charters.4 

It  shall  be  the  duty  of  the  secretary  of  the  commonwealth  to  pre- 
pare and  publish,  with  every  edition  of  the  pamphlet  laws,  a  certified 
list  of  all  charters  of  incorporation  filed  in  his  office,  and  incorporated 

1  Act  29  April,  1874  §46 ;  P.  L.  107. 

2  Id. 

3  Id. 

4  Act  29  April,  1874,  \  45;  P.  L.  107. 


LAWS    OF    PENNSYLVANIA.  87 

under  the  provisions  of  this  act,  stating  the  style,  title,  purpose  and 
loeation  of  every  such  corporation,  and  he  shall  prepare  and  publish 
a  complete  alphabetical  index  to  the  same. 


39.  Repeal  of  Prior  Acts.1 

From  and  after  the  passage  of  this  act,  the  acts  of  the  gen- 
eral assembly,  entitled  "An  Act  to  encourage  manufacturing  oper- 
ations in  this  commonwealth,"  approved  April  seventh,  one  thousand 
eight  hundred  and  forty-nine;2  "An  Act  to  enable  joint  tenants,  ten- 
ants in  common,  and  adjoining  owners  of  mineral  lands  in  this  com- 
monwealth, to  manage  and  develop  the  same,"  approved  April  twenty- 
first,  one  thousand  eight  hundred  and  fifty-four:3  "An  Act  relating  to 
corporations  for  mechanical,  manufacturing,  mining  and  quarrying 
purposes,"  approved  July  eighteenth,  one  thousand  eight  hundred 
and  sixty -three;4  "An  Act  to  provide  for  the  incorporation  of  iron  and 
steel  manufacturing  companies,"  approved  March  twenty-first,  one 
thousand  eight  hundred  and  seventy-three,5  and  the  several  supple- 
ments to  each  of  said  acts,  be  and  the  same  are  hereby  repealed,  so 
far  as  they  provide  for  the  creation  of  corporations  for  any  of  the 
purposes  provided  for  by  this  act,  or  are  inconsistent  with  this  act. 


40.  Dissolution. 

Voluntary  Dissolution.6 — It  shall  be  lawful  for  any  court  of 
common  pleas  of  the  proper  county  to  hear  the  petition  of  any  corpo- 
ration under  the  seal  thereof,  by  and  with  the  consent  of  a  majority  of 
a  meeting  of  the  corporators,  duly  convened,  praying  for  permission 
to  surrender  any  power  contained  in  its  charter,  or  for  the  dissolution 
of  such  corporation;  and  if  such  court  shall  be  satisfied  that  the 
prayer  of  such  petition  may  be  granted  without  prejudice  to  the  public 
welfare,  or  the  interests  of  the  corporators,7  the  court  may  enter  a 
decree  in  accordance  with  the  prayer  of  the  petition,  whereupon  such 
power  shall  cease  or  such  corporation  be  dissolved  :  Provided,  That  the 

'Act  29  April,  1874,  \  40;  P.  L.  107. 
2  P.  L.  563. 
8  P.  L.  437. 

4  P.  L.  [1864]  1102. 

5  P.  L.  26. 

6  Act  9  April,  1856;  P.  L.  293.  The  act  extends  to  corporations  incorporated  by 
the  legislature  as  well  as  to  those  incorporated  by  the  courts;  Com.  v.  Slifer,  3  P. 
F.  Smith,  71 ;  Re  Credit  Mobilier,  10  Phila.  Rep.  2. 

'And  if  the  contrary  appear,  or  the  matter  be  doubtful,  the  application  will  be 
refused;  Re  Credit  Mobilier,  10  Phila.  Rep.  2;  Riddell  v.  Fire  Co.,  8  Phila.  Rep. 
310. 


88  GENERAL   CORPORATION 

surrender  of  any  such  power  shall  not  in  anywise  remove  any  limita- 
tion or  restriction  in  such  charter;  and  that  the  accounts  of  the  mana- 
gers, directors,  or  trustees  of  any  dissolved  company  shall  be  settled  in 
such  court,  and  be  approved  thereby ;  and  dividends  of  the  effects  shall 
be  made  among  any  corporators  entitled  thereto,  as  in  the  case  of  the 
accounts  of  assignees  and  trustees:  Provided  further,  That  no  property 
devoted  to  religious,  literary,  or  charitable  uses  shall  be  diverted  from 
the  objects  for  which  they  were  given  or  granted:1  Provided,  That 
the  decree  of  said  court  shall  not  go  into  effect  until  a  certified  copy 
thereof  be  filed  and  recorded  in  the  office  of  the  secretary  of  the 
commonwealth. 

2 The  "proper  county"  intended  by  said  act,  approved  as  aforesaid,3 
may  be,  at  the  option  of  any  corporation  praying  for  permission  to 
dissolve  in  the  way  and  manner  in  said  act  designated,  either  the 
county  in  which  the  principal  operations  of  the  corporations  are  con- 
ducted, or  that  county  in  which  its  principal  office  or  place  of  business 
is  located  :4  Provided,  That  notice  of  said  application  shall  be  given, 
by  publication  in  two  papers  in  the  county  in  which  the  principal 
operations  are  conducted,  and  that  in  which  the  principal  office  is 
located.5 

No  Dissolution  until  Payment  of  Taxes.6 — No  corporation 
or  limited  partnership  made  taxable  by  this  act  shall  hereafter  be  dis- 
solved by  the  decree  of  any  court  of  common  pleas,  until  all  taxes 
due  the  commonwealth  have  been  fully  paid  into  the  state  treasury, 
and  the  certificate  of  the  auditor  general,  state  treasurer,  and  attorney 
general  to  this  effect  filed  in  the  proper  court,  with  the  proceedings 
for  dissolution. 

1  Upon  the  dissolution  of  a  charitable  organization,  its  assets  belong  to  the  public, 
and  unless  authorized  by  special  legislation,  a  distribution  amongst  the  corporators 
is  a  breach  of  trust ;  Humane  Fire  Co.'s  Appeal,  6  Weekly  Notes  Cas.  442. 


2 


'Act  4  April,  1872;  P.  L.  40. 

3  The  Act  of  9  April,  1856,  ubi  supra. 

4  One  of  these  alternatives  must  be  shown;  Re  Credit  Mobilier,  10  Phila.  Rep.  2. 

5  Apart  from  the  above  provisions  as  to  voluntary  dissolution,  it  is  well  settled 
that  an  adverse  dissolution  will  not  be  decreed  by  reason  of  the  neglect  or  omission 
to  elect  officers,  if  the  power  to  elect  remains  in  the  corporate  members ;  Eose 
v.  Turnpike  Co.,  3  Watts,  46;  Com.  v.  Cullen,  1  Harris,  133;  nor  by  obtaining 
a  charter  from  another  sovereignty;  Com.  v.  Railroad  Co.,  8  P.  F.  Smith,  26; 
although  it  is  otherwise  when  the  corporation  constantly  and  wilfully  violates 
its  franchises ;  Com.  v.  Bank,  4  Casey,  383 :  and  when  acts  amounting  to  dissolution 
of  the  corporation  are  sought  to  be  taken  advantage  of,  it  is  clear  that  the  charter 
cannot  be  collaterally  attacked  (supra,  p.  16,  n.  1),  and  that  a  forfeiture  for  abuse  or 
neglect  of  the  franchises  must  be  declared  by  process  and  judgment  of  law  before 
the  corporation  can  be  treated  as  defunct ;  Lehigh  Bridge  Co.  v.  Navigation  Co.,  4 
Rawle,  24.  Moreover,  although  the  dissolution  or  expiration  of  a  corporation  may 
at  law  work  a  technical  abatement  of  its  debts,  yet  in  Pennsylvania  a  corporation 
mortgagee  may  bring  scire  facias  against  the  corporation  although  its  charter  has 
expired;  Kisterbock  v.  Ass'n,  7  Phila.  Rep.  185 — the  syllabus  does  not  state  the 
point  decided. 

6  Act  7  June,  1879,  g  15;  P.  L.  119. 


laws  of  pennsylvania.  89 

Purchasers  at  Judicial  Sale  constituted  Body  Politic1 — 
Whenever  the  material,  rolling  stock,  property  and  franchises  of  any 
gas,  water,  coal,  iron,  steel,  lumber,  oil  or  mining,  or  manufacturing, 
transportation  or  telegraph  company,  or  any  railroad,  canal,  turnpike, 
bridge  or  plank  road,  or  of  any  corporation  created  by  or  under  any 
law  of  this  State,  shall  be  sold  and  conveyed,  under  and  by  virtue  of 
any  process  or  decree  of  any  court  of  this  State  or  of  the  circuit  court 
of  the  United  States,  the  person  or  persons  for  or  on  whose  account 
such  material,  rolling  stock,  property  and  franchises  of  any  gas, 
water,  coal,  iron,  steel,  lumber,  oil  or  mining,  or  manufacturing, 
transportation  or  telegraph  company,  or  any  railroad,  canal,  turn- 
pike, bridge  or  plank  road,  or  of  any  corporation,  created  by  or  under 
any  law  of  this  State,  may  be  purchased,  shall  be  and  they  are  hereby 
constituted  a  body  politic  and  corporate,  and  shall  be  vested  with  all 
the  right,  title,  interest,  property,  possession,  claim  and  demand,  in 
law  and  equity,  of,  in  and  to  such  material,  rolling  stock,  property  or 
franchises  of  any  gas,  water,  coal,  iron,  steel,  lumber,  oil  or  mining, 
or  manufacturing,  transportation  or  telegraph  company,  or  any  rail- 
road, canal,  turnpike,  bridge  or  plank  road,  or  of  any  corporation, 
created  by  or  under  any  law  of  this  State,  with  the  appurtenances, 
and  with  all  the  rights,  powers,  immunities,  privileges  and  franchises 
of  the  corporation,  as  whose  the  same  may  have  been  so  sold,  and 
which  may  have  been  granted  to  or  conferred  thereupon,  by  any  act 
or  acts  of  assembly  whatsoever,  in  force  at  the  time  of  such  sale  and 
conveyance,  and  subject  to  all  the  restrictions  imposed  upon  such  cor- 
poration by  any  such  act  or  acts  except  so  far  as  the  same  are  modi- 
fied hereby. 

Duties  and  Powers  of  Purchasers  and  New  Corporation.2 
— And  the  person  [_  persons]  for  or  on  whose  account  any  such  material, 
rolling  stock,  property  and  franchise  of  any  gas,  water,  coal,  iron,  steel, 
lumber,  oil  or  mining,  or  manufacturing,  transportation  or  telegraph 
company,  or  any  railroad,  canal,  turnpike,  bridge  or  plank,  or  of  any 
corporation,  created  by  or  under  any  law  of  this  State,  may  have  been 
purchased,  shall  meet,  within  thirty  days  after  the  conveyance  thereof 
shall  be  delivered,  public  notice  of  the  time  and  place  of  such  meeting 
having  been  given,  at  least  once  a  week  for  two  weeks,  in  at  least  one 
newspaper  published  in  the  city  or  county  in  which  such  sale  may 
have  been  held,  and  organize  said  new  cor] (oration,  by  electing  a 
president  and  board  of  six  directors,  (to  continue  in  office  until  the 
first  Monday  of  May  succeeding  such  meeting,  when  and  annually 
thereafter  on  the  said  day  a  like  election  for  a  president  and  six  di- 
rectors shall  be  held  to  serve  for  one  year,)  and  shall  adopt  a  corporate 
name  and  common  seal,  determine  the  amount  of  the  capital   stock 

1  Act  25  Mav,  1 878,  §  1 ;  P.  L.  145,  amending  and  extending  Act  of  8  April,  1861  ; 
P.  L.  259. 

2  Id. 


90  GENERAL    CORPORATION 

thereof,  not  exceeding  the  amount  authorized  in  the  original  charter, 
and  shall  have  power  and  authority  to  make  and  issue  certificates 
therefor,  to  the  purchaser  or  purchasers  aforesaid,  to  the  amount  of 
their  respective  interests  therein,  in  shares  of  fifty  dollars  each,  and 
may  then  or  at  any  time  thereafter  create  and  issue  preferred  stock, 
to  such  an  amount  and  on  such  terms  as  they  may  deem  necessary, 
and  from  time  to  time  to  issue  bonds,  at  a  rate  of  interest  not  exceed- 
ing six  per  centum,  to  any  amount  not  exceeding  their  capital  stock, 
and  to  secure  the  same  by  one  or  more  mortgages  upon  the  real  and 
personal  property  and  corporate  rights  and  franchises,  or  either,  or 
any  part  or  parts  thereof.1 

Return  to  State  Department.2 — It  shall  be  the  duty  of  such 
corporation,  within  one  calendar  month  after  its  organization,  to 
make  a  certificate  thereof,  under  its  common  seal,  attested  bv  the 
signature  of  its  president,  specifying  the  date  of  such  organization,  the 
name  so  adopted,  the  amount  of  capital  stock,  and  the  names  of  its 
president  and  directors,  and  transmit  the  said  certificate  to  the  secre- 
tary of  state,  at  Harrisburg,  to  be  filed  in  his  office  and  there  remain 
of  record  ;  and  a  certified  copy  of  such  certificate,  so  filed,  shall  be 
evidence  of  the  corporate  existence  of  said  new  corporation. 

Acceptance  of  Constitution.3 — The  provisions  of  this  act  shall 
not  enure  to  the  benefit  of  any  corporation  unless  such  corporation 
shall,  before  claiming  or  using  the  benefits  of  this  act,  file  in  the  office 
of  the  secretary  of  the  commonwealth,  an  acceptance  of  the  provisions 
of  article  sixteen  of  the  constitution  of  this  commonwealth,  which  ac- 
ceptance shall  be  made  by  resolution  adopted  at  a  regular  or  called 
meeting  of  the  directors,  trustees  or  other  proper  officers  of  such  cor- 
poration, certified  under  the  seal  of  the  corporation;  and  a  copy  of 
which  resolution,  certified  under  the  seal  of  the  office  of  the  secretary 
of  the  commonwealth,  shall  be  evidence  for  all  purposes. 


41.  Taxation. 

The  following  is  a  reference  to  the  acts  under  which  corporations 
are  now  subject  to  taxation  :4 

1  The   act   presupposes   the   existence  of  a  corporate  franchise  which  becomes 
vested   in   the  new   corporation,    and   irregularities   in   the   organization  of  this 

new  corporation  are  not  necessarily  fatal  to  its  being:  the  case  differs  from  an 
original  grant  of  corporate  rights  where  the  grantee  must  take  the  franchise  upon 
the  terms  offered,  and  hence  the  directions  in  regard  to  subsequent  organization  are 
not  conditions  of  existence  ;  Comm'th  v.  Railway  Co.,  2  P.  F.  Smith,  506 ;  Wells- 
borough  Co.  ».  Griffin,  7  Id.  417. 

2  Act  25  May,  1878,  \  2 ;  P.  L.  146. 

3  Id.  \  3. 

*  Vide  Auditor  General's  Eeport  of  December  1,  1880,  p.  214. 


LAWS    OF    PENNSYLVANIA.  91 

Bonus— Tax  on  Charters.—  Act  of  April  29,  1874,  §44,  P.  L.  107, 
[Supra,  p.  42] ;  act  of  May  1,  1868,  §15,  P.  L.  113. 

Capital  Stock  Tax.—  Act  of  June  7,  1879,  §  4,  P.  L.  114.  [  Vide 
act  20th  March,  1877,  P.  L.  7 ;  act  24th  April,  1874,  P.  L.  70 ;  act 
of  May  1,  1868,  P.  L.  109;  act  of  12th  April,  1859,  P.  L.  529; 
act  of  29th  April,  1844,  P.  L.  498 ;  act  3rd  March,  1843,  P.  L. 
121 ;  act  of  11th  June,  1840,  P.  L.  612  ;  and  act  25th  March,  1831, 
P.  L.  206.] 

Tax  on  Coal  Companies.— Act  of  June  7,  1879,  §9,  P.  L.  117. 
[Vide  act  24th  April,  1874,  P.  L.  71;  act  of  May  1,  1868,  P.  L.  111.] 

Tax  on  Gross  Receipts  of  Corporations. — Act  of  June  7,  1879,  §  7, 
P.  L.  116.  [Vide  act  of  March  20,  1877,  P.  L.  8 ;  act  of  Mav  1, 
1868,  P.  L.  111.] 

Tax  on  Gross  Premiums  of  Insurance  Companies. — Act  of  June 
7,  1879,  §  8,  P.  L.  117  ;  Act  of  10  June,  1881,  §  7,  P.  L.  99.  [Vide 
act  of  20th  March,  1877,  P.  L.  10.] 

Tax  on  Net  Earnings  or  Income. — Act  of  June  7,  1879,  §  10,  P. 
L.  118.  [  Vide  act  of  May  1,  1868,  P.  L.  110  ;  and  act  30th  April, 
1864,  P.  L.  218.] 

Tax  on  Foreign  Corporations  for  Office  License. — Act  of  June  7, 
1879,  §  16,  P.  L.  120. 

Tax  on  Corporation  Loans. — Act  of  June  10,  1881,  §  1,  P.  L.  99. 

Corporations  are  required  by  law  to  make  the  following  reports  to 
the  Auditor  General's  office  : 

1.  Registry. — Act  of  June  7,  1879,  §  1,  requires  registry  before  going 

into  business.     (Penalty  for  failure  to  register,  $500.) 

2.  Report  of  Capital  Stock  and  Dividends. — Act  of  June  7,  1879, 

§  2,  requires  reports  of  capital  stock  and  dividends  to  be  made 
annually,  in  the  months  of  November  or  December.  (Penalty 
for  failure  to  so  report,  ten  per  cent,  of  amount  of  taxes  due 
from  company,  in  addition  to  tax.) 

3.  Report  of  Gross  Receipts  of  Corporations. — Act  of  June  7,  1879, 

§  7,  requires  reports  of  gross  receipts  of  corporations  to  be  made 
semi-annually,  in  January  and  July  of  each  year.  (Penaltv 
for  failure  to  so  report,  within  thirty  days  after  January  or 
July,  ten  per  cent,  of  amount  of  tax,  in  addition  to  tax.) 

4.  Report  of  Gross  Premiums  of  Insurance  Companies. — Act  of  June 

7,  1879,  §  8,  requires  reports  of  gross  premiums  of  insurance 
companies  to'  be  made  semi-annually,  in  January  and  July  of 


92  GENERAL  CORPORATION  LAWS,  ETC. 

each  year.  (Penalty  for  failure  to  so  report,  ten  per  cent,  of 
amount  of  tax,  in  addition  to  tax.) 

5.  Report  of  Coal   Companies. — Act  of  June   7,  1879,   §  9,  requires 

reports  of  coal  mined,  purchased,  &c,  to  be  made  semi-an- 
nually, in  January  and  July  of  each  year.  (Penalty  for 
failure  to  so  report,  ten  per  cent,  of  amount  of  tax,  in  addition 
to  tax.) 

6.  Report  of  Net  Earnings  or  Income. — Act  of  June  7,  1879,  §  10, 

requires  reports  of  net  earnings  or  income  to  be  made  annually, 
in  November  or  December.  (Penalty  for  failure  to  so  re- 
port, ten  per  cent,  of  amount  of  tax,  in  addition  to  tax.) 

7.  Foreign  Corporations  for   Office  License. — Act   of  June  7,  1879, 

§  16,  requires  foreign  corporations,  before  opening  an  office  in 
this  State,  to  obtain  from  the  Auditor  General  an  office  license, 
and  default  in  this  subjects  such  corporation  to  a  penalty  of 
fifty  per  cent,  of  the  amount  of  license  fee. 

8.  The  Auditor  General  requires  all  corporations  to  report  loans  and 

bonded  indebtedness  for  taxation  annually,  in  the  month  of 
January,  and  under  act  10  June,  1879,  §  2,  P.  L.  99,  to  re- 
port annually  in  the  month  of  November,  the  amount  of  such 
indebtedness  owned  by  residents  of  this  commonwealth. 


APPENDIX. 


FORMS. 

List  of  Forms. 

Corporations  of  the  First  Class. 

Charter. 

Advertisement. 

Proof  of  Publication  and  Residence. 

Decree. 

Eecord. 
Charter  for  Church. 
Amendments  to  Charter. 

Interlocutory  Decree. 

Advertisement. 

Final  Decree. 

Corporations  of  the  Second  Class. 

Charter. 

Advertisement. 
Proof  of  Publication. 

Approval  by  the  Governor.  Enrolment  and  Eecord. 
Letters  Patent. 
Charter  for  Eoad  Company. 
Charter  for  Ferry,  Wharf  or  Bridge  Company. 
Charter  for  General  Telegraph  Company. 
Charter  for  Private  Telegraph  Company. 
Charter  for  Building  and  Loan  Associations  and  Mutual  Saving 

Funds. 
Acceptance  of  Act  of  1879  by  Building  and  Loan  Associations 
and  Mutual  Saving  Funds. 

Eesolutious  of  Stockholders. 
Certificate  of  Acceptance. 
Letters  Patent. 
Charter  for  Foreign  Corporation  becoming  Domestic. 
Certificate  of  Company. 

General  Forms. 

Ee-Charter. 

Certificate  of  Company. 
Eegistration  of  Corporations. 


94  APPENDIX. 


CORPORATIONS   OF   THE  FIRST   CLASS. 


I.   Certificate  of  Incorporation.1 

Be  it  known  that  the  subscribers,2  having  associated  themselves  to- 
gether for  the  purpose  of 

and  being  desirous  of  becoming  incorporated  agreeably  to  the  pro- 
visions of  the  Act  of  the  General  Assembly  of  the  Commonwealth 
of  Pennsylvania,  entitled  "An  Act  to  provide  for  the  Incorporation 
and  Regulation  of  certain  Corporations,"  approved  the  twenty-ninth 
day  of  April,  Anno  Domini  one  thousand  eight  hundred  and  seventy- 
four,  and  its  supplements,  do  hereby  declare,  set  forth  and  certify 
that  the  following  are  the  purposes,  objects,  articles  and  conditions  of 
their  said  association,  for  and  upon  which  they  desire  to  be  incor- 
porated : — 

I.  The  name  of  the  Corporation  shall  be 

II.  The  purpose  for  which  the  Corporation  is  formed  is 

III.  The  place  where  the  business  of  the  said  Corporation  is  to  be 
transacted  is 

IV.  The  Corporation  is  to  exist  [either  "perpetually"  or  "for  the 

term  of  years." 

V.  3The  names  and  residences  of  the  subscribers,  and  the  number 
of  shares  subscribed  by  each  are  as  follows: 

NAME.  1:1-1  I  ■  I  V   I.  NO.    OF    SHARES. 

VI.  The  Corporation  is  to  be  managed  by  a  Board  of  Directors 
\or  Trustees^]  consisting  of  members  and  the  names  and 
residences  of  those  chosen  Directors  [or  Trustees^  for  the  first  year  are 

NAME.  f  RESIDENCE. 

1  Supra,  pp.  11-14. 

2  Five  or  more  must  subscribe,  three  of  whom  at  least  must  be  citizens  of  Penn- 
sylvania. 

3  If  the  proposed  corporation  is  nut  a  ^tock  company,  this  article  will  be 
"V.  The  names  and  residences  of  the  subscribers  are  as  follows: — 

NAME.  RESIDKXCE. 

The  corporation  has  no  capital  stock." 


APPENDIX.  95 

VII.  xThe  amount  of  the  capital  stock  of  the  said  Corporation  is 
dollars,  divided  into  shares  of  the  par  value  of 

dollars. 


Witness    our   hands   and   seals   this  day   of  Anno 

Domini  one  thousand  eight  hundred  and 

[l.  s.] 
[l.  s.] 
[l.  s.] 
[l.  8.] 
[l.  s.] 

Commonwealth  of  Pennsylvania,  1 
County  of  / 

Before  me,  the  subscriber,  Recorder  of  Deeds  of  the  County  of 
personally  appeared 
three  of  the    subscribers  to   the  above  and  foregoing  certificate  of 
incorporation  of 

and  in  due  form  of  law  acknowledged  the  same  to  be  their  act  and 
deed. 

Witness  my  hand  and  official  seal  this  day  of  Anno 

Domini 


Advertisement.2 

In  the  Court  of   Common   Pleas,  No.  for  the  County  of 

Of  Term  No. 

Notice  is  hereby  given  that  an  application  will  be  made  to  the 
said  Court  on  188     ,  at  10  a.  m.,  under  the  act  of 

Assembly  of  the  Commonwealth  of  Pennsylvania,  entitled  "An  Act 
to  provide  for  the  Incorporation  and  Regulation  of  certain  Corpor- 
ations," approved  April  29,  1874,  and  the  supplements  thereto,  for 
the  Charter  of  an  intended  Corporation   to  be  called 
the  character  and  object  whereof  is 

and  for  these  purposes  to  have,  possess  and  enjoy  all  the  rights, 
benefits  and  privileges  of  the  said  Act  of  Assembly  and  its  supple- 
ments. 

Solicitor. 

1  If  not  a  stock  company,  this  article  will   be  omitted. 

2  Supra,  p.  13. 


96  APPENDIX. 

Proof  of  Publication  and  Residence.1 

In  the  Court  of  Common  Pleas  Xo.  of  County 

Of  Term  No. 

[Insert printed  copy  of  Advertisement.'] 

beino-  duly  says  that  the  above  advertisement 

has  been  published  for  three  weeks  in  and 

two   newspapers  of  general    circulation    printed    in  the    County   of 
and  has  also  been  published  for  three  weeks  in  [legal 
publications  required  by  local  statutes  and  rules  of  court.'] 
and  further  that  three  of  the  subscribers  to  the  said  Charter  here- 
with presented,  viz: 
are  citizens  of  the  Commonwealth  of  Pennsylvania. 

and  subscribed  before  me  this 
day  of  A.  D. 

Decree.2 

[To  be  endorsed  on  Charter.] 

In  the  Court  of  Common  Pleas  Xo.  of 

Of  Term  18         Xo. 

And  now  this  day  of  A.  D.  188     ,  the  within  Charter 

and  Certificate  of  Incorporation  having  been  presented  to  me,  a  Law 
Judge  of  said  County,  accompanied  by  due  proof  of  publication  of 
the  notice  of  this  application  as  required  by  the  Act  of  Assembly  and 
rule  of  this  Court  in  such  case  made  and  provided,''  I  certify  that  I 
have  examined  and  perused  the  said  writing,  and  have  found  the 
same  to  be  in  proper  form,  and  within  the  purposes  named  in  the 
first  class  specified  in  Section  Second  of  the  Act  of  the  General 
Assembly  of  the  Commonwealth  of  Pennsylvania,  entitled  "An  Act 
to  provide  for  the  Incorporation  and  Regulation  of  certain  Corpor- 
ations," approved  April  29th,  1874,  and  the  supplements  thereto,  and 
the  same  appearing  to  be  lawful  and  not  injurious  to  the  community, 
I  do  hereby  on  motion  of 

Esquire,  on  behalf  of  the  petitioners,  order  and  direct  that  the  said 
Charter  of  aforesaid  be  and  the  same  is 

hereby  approved,  and  that  upon  the  recording  of  the  same  and  of 
this  order,  the  subscribers  thereto  and  their  associates  shall  be  a 
Corporation  by  the  name  of  for  the  pur- 

poses and  upon  the  terms  therein  stated. 

[l.  s.] 

1  Supra,  p.  13-14. 

2  Supra,  p.  14. 

s  If  this  application  is  made  in  a  county  wherein  no  rule  of  court  exists,  these 
words  will  of  course  be  omitted. 


APPENDIX  97 

Recorded  in  the  office  for  Recording  of  Deeds,  in  and  for  the 
County  of  in  Book  page 


Witness  my  hand  and  seal  of  office  this         day  of  Anno 

Domini  188  '    . 

[l.  s.] 

Recorder  of  Deeds. 


II.    Charter  for  Churches.1 

Be  it  known  that  the  subscribers,  with  their  associates 
having  formed  a  Congregation  in  the  city  of  for  the  purpose 

of  worshipping  Almighty  God  according  to  the  faith,  doctrines,  disci- 
pline and  usages  of  the  church,  and  being  desirous  of 
becoming  incorporated  agreeably  to  the  provisions  of  the  Act  of  the 
General  Assembly  of  the  Commonwealth  of  Pennsylvania,  entitled 
"An  Act  to  provide  for  the  Incorporation  and  Regulation  of  certain 
Corporations,"  approved  the  29th  day  of  April,  Anno  Domini  one 
thousand  eight  hundred  and  seventy-four,  do  hereby  declare,  set 
forth  and  certify  that  the  following  are  the  purposes,  objects,  articles 
and  conditions  of  their  said  association,  for  and  upon  which  they  de- 
sire to  be  incorporated. 

I.  The  name  of  the  Corporation  shall  be 

II.  The  said  Corporation  is  formed  for  the  purpose  of  the  worship 
of  Almighty  God,  according  to  the  faith,  doctrines,  discipline  and 
usages  of  the  Church  of 

III.  The  location  of  the  said  Corporation,  and  place  wherein  its 
business  is  to  be  transacted,  is  the  of 

IV.  The  Corporation  is  to  have  perpetual  existence. 

V.  The  names  and  residences  of  the  subscribers  are  as  follows : 

NAME.  RESIDENCE. 

The  Corporation  has  no  capital  stock.  The  membership  thereof 
shall  be  composed  of  the  subscribers  and  their  associates,  and  of  such 
other  persons  as  may  from  time  to  time  be  admitted  by  vote,  in  such 

1  Supra,  p.  8, 12,  n.  2. 


98  APPENDIX. 

manner,  and  upon  such  requirements  as  may  be  prescribed  by  the 
By-Laws.  The  said  Corporation  shall,  nevertheless,  have  power  to 
exclude,  expel  or  suspend  members  for  such  just  and  legal  causes,  and 
in  such  legal  manner,  as  may  be  ordained  and  directed  by  the  By- 
Laws. 

VI.  The  oversight  and  management  of  the  said  Corporation  shall 
be  vested  in  a  Board  of  Trustees,  a  majority  of  whom  shall 
be  laymen,  and  such  officers  of  the  Corporation,  as  may  under  the 
By-Laws  be  Trustees  ex-officio.  The  said  Trustees  shall  be 
elected  annually  by  the  adult  members  of  the  Corporation,  from 
among  the  adult  male  members  of  the  same,  on  at  the  house 
of  worship  of  said  Corporation.  The  said  Trustees  shall  hold  their 
office  until  in  the  succeeding  year,  and  until  their  successors 
are  legally  elected:  subject,  nevertheless,  to  the  power  of  amotion 
of  any  Trustee  or  Trustees  from  the  said  office  by  the  said  Corpor- 
ation, for  legal  cause  and  upon  such  proper  and  legal  notice  and 
hearing  as  may  be  provided  by  the  By-Laws.1  The  names  and  resi- 
dences of  those  chosen  Trustees  for  the  first  year  and  who  shall  hold 
office  until  the  next  annual  election  of  Trustees,  are : 

NAME.  RESIDENCE. 

The  Corporation  shall  have  power  to  hold,  purchase  and  transfer 
such  real  and  personal  property  as  its  purposes  may  require,  not  ex- 
ceeding the  amount  limited  by  law,  and  all  the  property  thereof 
shall  be  taken  and  held  to  enure  subject  to  the  control  and  dispo- 
sition of  the  lay  members  of  this  Corporation. 

VII.  The  By-Laws  of  this  Corporation  shall  be  deemed  and 
taken  to  be  its  law,  subordinate  to  the  statute  aforesaid,  this  Charter, 
the  Constitution  and  the  Laws  of  the  Commonwealth  of  Pennsyl- 
vania, and  the  Constitution  of  the  United  States.  They  shall  be 
altered  and  amended  as  provided  for  by  one  of  the  By-Laws  them- 
selves, and  shall  prescribe  the  powers  and  functions  of  the  Trustees 
herein  mentioned,  and  those  to  be  thereafter  elected  ;  the  times  and 
place  of  meeting  of  the  Trustees  and  of  this  Corporation,  both  for 
business  and  religious  purposes ;  the  number  of  members  who  shall 
constitute  a  quorum  at  the  meetings  of  the  Corporation  and  of  the 
Trustees ;  the  qualifications  and  manner  of  electing  members ;  the 
manner  of  selecting  officers,   and    the    powers    and    duties  of  such 

1  This  article  is  sometimes  thus  expressed  : — 

"  The  affairs  of  the  corporation  shall  he  managed  and  conducted  by  a  vestry  com- 
posed of  twelve  male  lay  members  of  this  corporation,  one  of  whom  shall  be  the 
accounting  warden  and  another  the  Rector's  warden.  The  said  vestrymen  shall  be 
chosen  annually  by  the  lay  members  of  the  corporation  at  the  time  and  in  the  man- 
ner to  be  provided  by  the  by-laws,  and  shall  have  and  exercise  the  powers  of  this 
corporation  in  the  case  of  a  vacancy  in  the  Rectorship  as  fully  and  effectually  as 
the  corporation  might  do  if  personally  acting  therein." 


APPENDIX.  99 

officials,  and  all  other  the  concerns  and  internal  management  of  the 
said  Corporation. 

Witness  our  hands  and  seals  this  day  of 

Anno  Domini  one  thousand  eight  hundred  and 

[l.  S.] 

[l.  s.] 

[L.  8.] 

[L.  8.] 

[L.  8.] 

[Acknowledgment,  advertisement,  proof  of  publication  and  residence, 
decree  and  recording,  as  set  forth,  supra,  p.  95-97.] 


III.    Amendments  to  Charter.1 

To  the   Honorable  the  Judges  of  the  Court  of  Common   Pleas, 
No.  of  County 

The  Petition  of 

Respectfully  Represents: 
That  they  are  an  association  duly  incorporated  under  the  laws 
of  the  Commonwealth  of  Pennsylvania,  by 

on  the  day  of  A.  D.  for  the  purpose  of 

and  are  embraced  within  Corporations  of  the  first 
class,  specified  in  section  second  of  an  Act  of  the  General  Assem- 
bly of  this  Commonwealth,  entitled  "An  Act  to  provide  for  the 
Incorporation  and  Regulation  of  certain  Corporations,"  approved  on 
the  29th  day  of  April,  A.  D.  1874.  That  in  pursuance  of  the  pro- 
visions of  the  said  Act  of  the  General  Assembly,  they  are  desirous 
of  improving,  amending  and  altering  the  articles  and  conditions  of 
their  said  Charter,  and  at  a  meeting  of  the  said  Corporation  duly  con- 
vened, the  following  improvements,  amendments  and  alterations  of 
the  said  Charter  were  duly  adopted : — 

[Specify  alterations.] 


Interlocutory  Decree.2 

In  the  Court  of  Common  Pleas  No.  of 

County 

In  the  matter  of  the  amendment  of  the  Charter  of  The 

And  now  this  day  of  188      ,  the 

1  Supra,  p.  41. 
-  Id. 


100  APPENDIX. 

foregoing  amendment  and  alterations  of  the  Charter^of 
having  been  duly  presented  to  this  Court  in  order  that  the  same 
might  be  deemed  and  taken  to  be  part  of  the  Charter  of  the  said 
Corporation,  and  it  appearing  that  such  amendments  and  alterations 
are  lawful  and  beneficial,  and  do  not  conflict  with  the  requirements 
of  the  Act  of  the  General  Assembly  of  this  Commonwealth,  entitled 
"An  Act  to  provide  for  the  Incorporation  and  Regulation  of  certain 
Corporations,"  approved  the  29th  day  of  April,  1874,  nor  with  the 
Constitution  of  this  State,  it  is  hereby  ordered  and  decreed  that  notice 
thereof  shall  be  given  by  publication  in  accordance  with  the  statute 
in  such  case  made  and  provided. 

Per  Curiam. 


Advertisement.1 

In  the  Court  of  Common  Pleas  No  of  Philadelphia  County, 

Of  Term  188     ,  No. 

Notice  is  hereby  given  that  an  application  will  be  made  to  the  said 
Court  on  at  10  a.  m.,  under  the  Act  of  Assembly 

of  the  Commonwealth  of  Pennsylvania,  entitled  "An  Act  to  provide 
for  the  Incorporation  and  Regulation  of  certain  Corporations,"  ap- 
proved April  29,  1874,  and  the  supplements  thereto,  for  the  ap- 
proval of  certain  amendments  to  the  Charter  of 

asset  forth  in  the  petition  for  the  allowance  of  said  amendments,  filed 
in  said  Court, 

Solicitor. 


Final  Decree.2 

And  now  this  day  of 

A.  D.  188  the  within  amendments,  alterations  and  improvements, 
having  been  presented  to  this  Court  accompanied  by  due  proof  of 
publication  of  notice  thereof,  and  no  cause  having  been  shown  to  the 
contrary,  it  is  on  motion  of  Esquire, 

ordered  and  decreed  that  upon  the  recording  of  the  same,  the  said 
amendments,  alterations  and  improvements  shall  be  deemed  and 
taken  to  be  part  of  the  Charter  of  the  said  Corporation. 

Per  Curiam. 


1  Supra,  p.  13,  41. 

2  Supra,  p.  41,42. 


APPENDIX.  101 


CORPORATIONS  OF  THE  SECOND  CLASS. 

IV.    General  Charter.1 

To  His  Excellency 

Governor  of  Pennsylvania. 
Sir  : 

In  compliance  with  the  requirements  of  an  act  of  the  General 
Assembly  of  the  Commonwealth  of  Pennsylvania,  entitled  "An  Act 
to  provide  for  the  Incorporation  and  Regulation  of  certain  Corpora- 
tions," approved  the  29th  day  of  April,  A.  D.  1874, 
the  undersigned,2  of  whom  are  citizens  of  Penn- 

sylvania,3 having  associated  themselves  together  for  the  purpose  of 

and  desiring  that  they  may  be  incorporated,  and 
that  Letters  Patent  may  issue  to  them  and  their  successors  according 
to  law,  do  hereby  certify : 

I.  The  name  of  the  proposed  Corporation  is 

II.  Said  Corporation  is  formed  for  the  purpose  of 

III.  The  business  of  said  Corporation  is  to  be  transacted  in 

IV.  Said  Corporation  is  to  exist  [either  "perpetually"  or  "for  the  term 
of  years."] 

V.  The  names  and  residences  of  the  subscribers  and  the  number  of 
shares  subscribed  by  each,  are  as  follows  :4 

NAME.  RESIDENCE.  NO.   OF   SHAKES. 

VI.  The  number  of  Directors  of  said  Corporation  is  fixed  at  , 
and  the  names  and  residences  of  the  Directors  who  are  chosen  directors 
for  the  first  year  are  as  follows : 

NAME.  RESIDENCE. 

VII.  The  amount  of  Capital  Stock  of  said  Corporation  is  $  , 

1  Supra,  p.  11-16.  See  infra,  p.  105  et  seq.  for  charter  for  Boad  Companies,  Ferry, 
Wharf  and  Bridge  Companies,  Telegraph  Companies,  and  Building  and  Loan 
Associations. 

2  Five  or  more  must  subscribe. 

3  At  least  three  of  the  subscribers  must  be  citizens  of  Pennsylvania. 

4  If  any  stock  has  been  issued  as  full  paid  stock  for  property  necessary  for  the  pur- 
poses of  the  company,  the  fact  must  be  specifically  so  stated  in  this  article  and  (ex- 
cept where  foreign  corporations  apply  for  a  domestic  charter — supra,  p.  16) — 

1.  The  property  for  which  the  stock  is  issued  must  be  necessary  for  the  purposes 
of  the  Company  ;  supra,  p.  30,  31  ; 

2.  The  whole  stock  cannot  be  issued  for  such  property,  but  ten  per  cent,  thereof 
must  be  paid  in  cash,  excepting  in  building  and  loan  associations ;  supra,  p.  14,  31, 
n.  1. 

8 


102  APPENDIX. 

divided  into  shares  of  the  par  value  of  $                          , 

and  $  ,  being  ten  per  centum  of  the  capital  stock,  has  been 

paid  in  cash  to  the  Treasurer  of  said  Corporation,  whose  name  and 
residence  are : 

[L.  8.] 
[L.  8.] 

[l.  s.] 
[l.  s.] 

[l.  8.] 

State  of  Pennsylvania,  ) 
County  of  J 

Before  me,  the  Recorder  of  Deeds  in  and  for  the  county  aforesaid, 
personally  came  the  above  named  [three  or  more  of  the  subscribers^] 
who  in  due  form  of  law  acknowledged  the  foregoing  instrument  to  be 
their  act  and  deed  for  the  purposes  therein  specified. 

Witness  my  hand  and  seal  of  office,  the  dav  of 

A.  D.  188 


Recorder 


State  of  Pennsylvania,  1 
County  of  J 


Personally  appeared  before  me,  this  day  of 

A.  D.  188  ,  [the  foregoing  three  or  more  subscribers,]  who  being 
duly  sworn  according  to  law,  depose  and  say  that  the  statements  con- 
tained in  the  foregoing  instrument  are  true. 

Sworn  and  subscribed  before  me,  this 
day  of  A.  D.  188 

Recorder. 


Advertisement.1 

Notice  is  hereby  given  that  an  application  will  be  made  to  the 
Governor  of  the  State  of  Pennsylvania,2  under  the  Act  of  Assembly 

1  Supra,  p.  13. 

2  It  is  not  usual  to  mention  the  date  upon  which  the  proposed  application  will  be 
made,  although  the  reasons  which  have  induced  the  courts  to  require  sucli  notice 
in  applications  for  charters  for  corporations  of  the  first  class,  (supra,  p.  13,  n.  5,) 
would  seem  to  apply  with  equal  force  to  this  species  of  application.  It  is,  how- 
ever, customary  for  "the  State  Department  to  require  fresh  advertising,  unless  the 
application  be  made  within  a  reasonable  time  after  publication. 


APPENDIX.  103 

of  the  Commonwealth  of  Pennsylvania,  entitled  "  An  Act  to  provide 
for  the  Incorporation  and  Regulation  of  certain  Corporations,"  ap- 
proved April  29,  1874,  and  the  supplements  thereto,  for  the  Charter 
of  an  intended  Corporation,  to  be  called 
the  character  and  object  whereof  is 

and  for  these  purposes,  to  have,  possess  and  enjoy  all  the  rights, 
benefits  and  privileges  of  the  said  Act  of  Assembly  and  its  supple- 
ments. 

Solicitor. 

Proof  of  Publication. 

[Attach  copy  of  notice  here.']  [Attach  copy  of  notice  here.] 

State  of  Pennsylvania, 


'  ^ss. 


County  of 

being  duly  sworn,  doth  depose  and  say: 
That  he  is  one  of  the  corporators  of  the 
That  a  notice  of  which  the  above  are  copies,  was  published  in 

and  in  both  newspapers 

of  general  circulation,  printed  and  published  in  the  county  of 

in  the  State  of  Pennsylvania. 
That  said  notice  was  published  to  wit : 

In  the  on  the  davs 

of  188 

In  the  on  the  days 

of  188     .2 

Sworn  and  subscribed  to  before  me,  this 
day  of  188     . 


[Endorsed  on  Charter.] 

Executive  Chamber. — Harrisburg,  188 

Hon. 

Secretary  of  the  Commonwealth. 

Having  examined  the  within  application  and  found  it  to  be  in 
proper  form,  and  within  the  purposes  of  the  class  of  Corporations 
specified  in  section  two  of  the  act,  entitled  "An  Act  to  provide  for 

1  Also  insert  in  the  legal  publication  if  any,  required  by  local  statutes. 


104  APPENDIX. 

the  Incorporation  and  Regulation  of  certain  Corporations,"  approved 
April  29,  A.  D.  1874, 

I  hereby  approve  the   same,  and  direct  that  Letters  Patent  issue 
according  to  law. 

Governor. 


[Endorsed  on  Charter.'] 
Secretary's  Office. 

Pennsylvania,  ss. 

Enrolled  on  Charter  Book  jNo.  Page 

Witness   my  hand    and   seal    of  office   at   Harrisburg,  this 
day  of  A.  D.  188 

Secretary  of  the  Commonwealth. 


Recorded  in  the  office  for  Recording  of  Deeds,  &c,  in  and  for  the 
county  of  in  Book  page  &c. 

Witness  my  hand  and  seal  of  office,  this  day  of 

Anno  Domini  188 

[l.  s.] 

Recorder  of  Deeds. 


Letters  Patent. 

Pennsylvania,  ss. 

In  the  name  and  by  the  authority  of  the  Commonwealth  of  Penn- 
sylvania, 

Governor  of  the  said  Commonwealth, 

To  all  to  whom  these  presents  shall  come, 

Sends  Greeting : 

Whereas,  In  and  bv  an  act  of  the  General  Assemblv  of  the  Com- 
monwcalth  of  Pennsylvania,  entitled  "  An  Act  to  provide  for  the  In- 
corporation and  Regulation  of  certain  Corporations,"  approved  the 
twenty-ninth  day  of  April,  Anno  Domini  one  thousand  eight  hundred 
and  seventy  four,  and  the  supplements  thereto,  the  Governor  of  this 
•Commonwealth,  is  authorized  and  required  to  issue  Letters  Patent  to 


APPEXDIX.  105 

all  Corporations  formed  under  the  provisions  of  said  acts,  embraced 
within  the  second  class  named  therein. 

And  Whereas,  The  stipulations,  conditions  and  things  directed  to 
be  performed  in  said  recited  act  of  the  General  Assembly  and  Sup- 
plements, have  been  fully  complied  with  by  formed 
under  the  provisions  of  said  recited  acts.  The  business  of  said  Cor- 
poration is  to  be  transacted  count  of 
State  of  Pennsylvania. 

Noio  know  ye,  That  in  pursuance  of  the  power  and  authority  to  me 
given  by  law,  I,  ,  Governor  of  the  said  Commonwealth, 

do  by  these  presents,  which  I  have  caused  to  be  made  Patent  and 
sealed  with  the  Great  Seal  of  the  State,  create  and  erect  the  subscribers 
to  the  stock  of  said  Corporation,  for  the  number  of  shares  by  them 
subscribed,  to  wit : 

And  also  those  who  may  thereafter  become  subscribers  or  holders  of 
the  stock  of  the  said  Corporation,  into  one  body  politic  and  corporate 
in  deed  and  in  law,  by  the  name,  style  and  title  of  and 

by  the  said  name  the  said  subscribers  shall  have  succes- 

sion and  all  the  privileges  and  franchises  incident  to  a 

Corporation.  And  the  said  subscribers,  and  those  who  shall  after- 
wards subscribe  to  the  stock  of  the  said  Corporation,  their  successors 
and  assigns,  are  generally  to  be  invested  with  all  the  rights,  powers 
and  privileges,  with  full  force  and  effect,  and  subject  to  all  the  duties, 
requisites  and  restrictions  specified  and  enjoined  in  and  by  the  said 
acts  of  the  General  Assembly,  and  all  other  laws  of  this  Common- 
wealth. 

Given  under  my  hand  and  the  Great  Seal  of  the  State,  at  Har- 
risburg,  this  day  of  in  the  year 

of  our  Lord  one  thousand  eight  hundred  and 
and  of  the  Commonwealth  the  one  hundred  and 

By  the  Governor : 

Secretary  of  the  Commonwealth. 


V.    Charter  for  Road  Company.1 

To  His  Excellency 

Governor  of  Pennsylvania. 
Sir: 

In  compliance  with  the  requirements  of  an  act  of  the  General 
Assembly  of  the  Commonwealth  of  Pennsylvania,  entitled  "  An  Act 
to  provide  for  the  Incorporation  and  Regulation  of  certain  Corpora- 

1  Supra,  p.  46. 


106  APPENDIX. 

tions,"  approved  the  29th  day  of  April,  A.  D.  1874, 

the  undersigned  of  whom  are  citizens  of  Pennsylvania, 

having  associated  themselves  together  for  the  purpose  of 

and  desiring  that  they  may  be  incorporated,  and  that  Letters  Patent 

may  issue  to  them  and  their  successors  according  to  law,  do  hereby 

certify  : 

I.  The  name  of  the  proposed  Corporation  is 

II.  Said  Corporation  is  formed  for  the  purpose  of 

III.  The  kind  of  road  intended  to  be  constructed  is 

IV.  The  places  from  and  to  which  the  road  is  intended  to  be  run 
are  as  follows : 

V.  The  counties  through  which  the  road  is  to  pass  are 
and  the  estimated  length  of  the  road  is 

[The  rest  of  the  charter  is  similar  to  the  General  Charter  from  the 
third  article.     Supra,  p.  101.] 


VI.    Charter  for  Ferry,  Wharf  or  Bridge  Company.1 

[The  form  is  the  same  as  the  General  Charter,  supra,  p.  101,  save 
that  after  the  third  article  must  be  inserted] 

IV.  The  stream  over  [or  on]  which  the  is  proposed 
to  be  erected  [or  located]  is 

V.  The  place  and  county  wherein  the  is  to  be  located 
is 

VI.  The  distance  of  the  from  the  nearest  [wharf, 
ferry  or  bridge]  company,  incorporated  under  the  laws  of  this  Com- 
monwealth, over  [or  on]  the  said  stream  is2 


VII.    Charter  for  General  Telegraph  Companies.3 

[The  form  is  the  same  as  the  General  Charter,  supra,  p.   101,  savi 
that  bctiveen  the  second  and  third  articles  must  be  inserted] — 

III.  The  general  route  of  the  line  of  telegraph  is  as  follows : — 

IV.  The  points  to  be  connected  are 

1  Supra,  p.  55. 

-This  article  is  subject  to  the  limitations,  stated  supra,  p.  55. 

3  Supra,  p.  59. 


APPENDIX.  107 


VIII.    Charter  for  Telegraph  Companies  for  Private  use, 
and  Police,  Fire  Alarm  and  Messenger  Business.1 

[The  form  is  the  same  as  the  General  Charter,  supra,  p.  101,  save 
that  after  the  second  article  must  be  inserted^ — 

III.  The  Counties  in  this  State  wherein  it  is  proposed  to  carry  on 
business  are 

IV.  The  Corporation  also  proposes  to  carry  on  business  in  the 
States  of 

or 

IV.  The  business  of  the  Corporation  will  be  carried  on  wholly 
within  the  State  of  Pennsylvania. 


IX.    Charter  for   Building    and  Loan  Associations  and 

Mutual  Saving  Funds.2 

To  His  Excellency 

Governor  of  Pennsylvania. 
Sir: 

In  compliance  with  the  requirements  of  an  act  of  the  General 
Assembly  of  the  Commonwealth  of  Pennsylvania,  entitled  "An  Act 
to  provide  for  the  Incorporation  and  Regulation  of  certain  Corpor- 
ations," approved  the  29th  day  of  April,  A.  D.  1874, 

the  undersigned,  of  whom 

are  citizens  of  Pennsylvania,  having  associated  themselves  together 
for  the  purpose  of 

and  desiring  that  they  may  be  incorporated,  and  that  Letters 
Patent  may  issue  to  them  and  their  successors  according  to  law,  do 
hereby  certify: 

I.  The  name  of  the  proposed  Corporation  is 

II.  Said  Corporation  is  formed  for  the  purpose  of 

III.  The  business  of  said  Corporation  is  to  be  transacted  in 

IV.  Said  Corporation  is  to  exist  for  the  term  of  years. 

V.  The  names  and  residences  of  the  subscribers  and  the  number 
of  shares  subscribed  by  each,  are  as  follows : 

NAME.  |  RESIDENCE.  |  NO.   OF   SHARES. 

1  Supra,  p.  60.     This  does  not  apply  to  the  city  of  Philadelphia. 

2  Supra,  p.  66. 


108  APPENDIX. 

VI.  The  number  of  Directors  of  said  Corporation   is   fixed  at 

and  the  names  and  residences  of  the  Directors 
who  are  chosen  Directors  for  the  first  year  are  as  follows : 


NAME. 


RESIDENCE. 


VII.  The  amount  of  the  Capital  Stock  of  said  Corporation  is 
$  divided  into  shares  of  the  par  value  of 

$ 

VIII.  That  in  accordance  with  the  provisions  of  an  act,  entitled 
"An  Act  relating  to  Mutual  Saving  Fund,  Building  and  Loan 
Associations,  regulating  the  mode  of  charging  premiums,  bonus  or 
interest  in  advance,  of  withdrawals,  of  repayment  and  collection  of 
loans,  also  restricting  the  power  to  levy  excessive  fines,  and  defining 
the  rights  and  liabilities  of  married  women,  stockholders,  and  pre- 
scribing the  non-application  to  these  associations  of  the  bonus  tax 
and  registry  laws  for  Corporations,"  approved  April  10th,  1879, 
[the  premium  or  bonus  bid  for  the  prior  right  to  a  loan  shall  "  be  de- 
ducted therefrom  in  advance"  or  " paid  in  periodical  instalments"  or 
"interest  in  advance  shall  be  deducted  from  the  loan  in  lieu  of  premiums 
or  bonus."']1 

[l.  s.] 

[L.  8.] 

[L.  S.] 

[l.  s.] 
[l.  s.] 

State  of  Pennsylvania,  1  gg 
County  of  / 

Before  me,  the  Recorder  of  Deeds  in  and  for  the  county  afore- 
said, personally  came  the  above-named  [three  or  more  of  the  subscribers] 
who  in  due  form  of  law  acknowledged  the  foregoing  instrument  to 
be  their  act  and  deed  for  the  purposes  therein  specified. 

AVitness  my  hand  and  seal  of  office,  the  day  of 

A.  D.  188 

Recorder. 


State  of  Pennsylvania,  1  gg 
County  of  / 

Personally  appeared  before  me,  this  day  of 

A.  D.  188      ,  [the  foregoing  three  or  more 


1  Supra,  p.  67. 


APPENDIX.  109 

subscribers']  who  being  duly  sworn  according  to  law,  depose  and  say 
that  the  statements  contained  in  the  foregoing  instrument  are  true. 

Sworn  and  subscribed  before  me,  this 
day  of  A.  D.  188      . 


Recorder. 
[Advertisement  and  -proof  of  publication  as  supra,  p.  102,  103.] 

[Endorsed.'] 
Executive  Chamber, — Harrisburg,  188 

Hon. 

Secretary  of  the  Commonwealth. 

Having  examined  the  within  application  and  found  it  to  be  in 
proper  form,  and  within  the  purposes  of  the  class  of  Corporations 
specified  in  Section  Two  of  the  act,  entitled  "An  Act  to  provide  for 
the  Incorporation  and  Regulation  of  certain  Corporations,"  approved 
April  29,  A.  D.  1874,  and  an  act,  entitled  "An  Act  relating  to 
Mutual  Saving  Fund,  Building  and  Loan  Associations  "  &c,  ap- 
proved April  10,  1879, 

I  hereby  approve  the  same,  and  direct  that  Letters  Patent  issue 
according  to  law. 


Gover 


nor. 


[Endorsed.] 

Secretary's  Office. 

Pennsylvania,  ss. 

Enrolled  in  Charter  Book  No.  page 

Witness  my  hand  and  seal  of  office  at  Harrisburg,  this 
day  of  A.  D.  188 


Secretary  of  the  Commonwealth, 


[Record  in  proper  County.] 


110  APPENDIX. 


X.    Acceptance  of  Act  of  10  April,  1879,  by  Mutual  Sav- 
ing Fund  and  Building  and   Loan  Associations.1 

RESOLUTIONS  OF  STOCKHOLDERS. 

Resolved,  That  this  association  hereby  accepts  the  provisions  of  an 
act,  entitled  "An  Act  relating  to  Mutual  Saving  Fund,  Building  and 
Loan  Associations,  regulating  the  mode  of  charging  premiums,  bonus, 
or  interest  in  advance,  of  withdrawals,  of  repayment  and  collection  of 
loans ;  also  restricting  the  power  to  levy  excessive  fines,  and  defining 
the  rights  and  liabilities  of  married  women,  stockholders,  and  pre- 
scribing the  non-application  to  these  associations  of  the  bonus  tax  and 
registry  laws  for  Corporations,"  approved  April  10th,  1879. 

Resolved,  That  this  association  further  certifies,  as  required  by  the 
ninth  section  of  said  act,  that  their  mode  or  plan  of  charging  pre- 
miums, bonus,  or  advance  interest,  as  set  forth  in  the  first  section  of 
said  act  is  [as  stated  supra,  p.  67,  108.] 

Resolved,  That  the  president  be  and  he  is  hereby  instructed  to 
file  in  the  office  of  the  Secretary  of  the  Commonwealth  a  certificate 
in  writing,  under  the  seal  of  said  Corporation,  of  the  acceptance  by 
this  association  of  the  aforesaid  act  of  the  General  Assembly,  praying 
that  the  same  may  be  submitted  to  the  Governor  for  his  approval,  and 
for  the  issuance  of  letters  patent  to  said  association. 


Certificate  of  Acceptance. 

To  His  Excellency 

Governor  of  Pennsylvania. 

I  President  of  the  association,  incorpo- 

rated on  the  day  of  A.  D.  18     ,  under  the 

provisions  of  an  act  of  the  General  Assembly  of  the  Commonwealth 
of  Pennsylvania,  entitled  "An  Act 

approved  the  day  of  A.  D.  18     ,  and  having 

its  location  and  place  of  business  in  and  State  of  Penn- 

sylvania, do  hereby  certify  under  the  seal  of  the  said  Corporation, 

That  at  a  meeting  of  the  stockholders  of  said  association,  held  pur- 
suant to  due  and  legal  notice,  at  the  office  of  the  said  association, 
in  on  the  day  of 

A.  D.  18        ,  at  which  meeting  a  majority  of  the  stockholders  of 
said  association  were  present,  the  following  resolutions  were  adopted  : 


1  Supra,  p.  74. 


APPENDIX.  Ill 

Resolved,  That  this  association  hereby  accepts  the  provisions  of"  an 
act  entitled  "  An  Act  relating  to  Mutual  Saving  Fund,  Building  and 
Loan  Associations,  regulating  the  mode  of  charging  premiums,  bonus, 
or  interest  in  advance,  of  withdrawals,  of  repayment  and  collection 
of  loans ;  also  restricting  the  power  to  levy  excessive  tines,  and  defin- 
ing the  rights  and  liabilities  of  married  women,  stockholders,  and 
prescribing  the  non-application  to  these  associations  of  the  bonus  tax 
and  registry  laws  for  corporations,"  approved  April  10th,  1879. 

Resolved,  That  this  association  further  certifies,  as  required  by  the 
ninth  section  of  said  act,  that  their  mode  or  plan  of  charging  pre- 
miums, bonus,  or  advance  interest,  as  set  forth  in  the  first  section  of 
said  act  is  [as  stated  supra,  p.  67,  108.] 

Resolved,  That  the  President  be  and  he  is  hereby  instructed  to  file  in 
the  office  of  the  Secretary  of  the  Commonwealth  a  certificate  in  writ- 
ing, under  the  seal  of  said  Corporation,  of  the  acceptance  by  this  asso- 
ciation of  the  aforesaid  act  of  the  General  Assembly,  praying  that 
the  same  may  be  submitted  to  the  Governor  for  his  approval,  and  for 
the  issuance  of  letters  patent  to  said  association. 

In  testimony  whereof,  I  have  hereunto  set  my  hand  and  caused 
the  Seal  of  said  association  to  be  affixed  this  day  of 

A.  D.  18     . 

[l.  s.]  President. 

Attest : 

Secretary. 


[Endorsed.'] 

Executive  Chamber, — Harrisburg,  A.  D.  18     . 

I  hereby  approve  of  the  within  acceptance,  and  direct  that  Letters 
Patent  issue  according  to  Jaw. 

Governor. 

Filed  in  the  office  of  the  Secretary  of  the  Commonwealth,  at  Har- 
risburg, on  the  davof  A.  D. 

18     , 

Secretary  of  the  Commonwealth. 


112  APPENDIX. 

Letters  Patent. 

Pennsylvania,  ss: 

In  the  name  and  by  the  authority  of  the  Commonwealth  of  Penn- 
sylvania, Governor  of  the  said  Commonwealth. 

To  all  to  whom  these  presents  shall  come, 

Sends  Greeting : 

WHiereas,  In  and  by  an  act  of  the  General  Assembly  of  the  Com- 
monwealth of  Pennsylvania,  entitled  "  An  Act  relating  to  Mutual  Sav- 
ing Fund,  Building  and  Loan  Associations,  regulating  the  mode  of 
charging  premiums,  bonus  or  interest  in  advance,  of  withdrawals,  of 
repayment  and  collection  of  loans;  also  restricting  the  power  to  levy 
excessive  fines,  and  defining  the  rights  and  liabilities  of  married  wo- 
men, stockholders,  and  prescribing  the  non-application  to  these  asso- 
ciations of  the  bonus  tax  and  registry  laws  for  Corporations,"  ap- 
proved the  tenth  day  of  April,  Anno  Domini  one  thousand  eight 
hundred  and  seventy-nine,  it  is  provided  that  mutual  savings  fund 
or  building  and  loan  associations  heretofore  incorporated  under  the 
provisions  of  any  law,  shall  be  entitled  to  all  the  privileges,  immuni- 
ties, franchises,  and  powers  conferred  by  this  ad,  upon  filing  with  the 
Secretary  of  the  Commonwealth  a  certificate  of  their  acceptance  of 
the  same,  in  writing,  under  the  duly  authenticated  seal  of  said  associa- 
tion, which  certificate  shall  also  prescribe  their  mode  or  plan  of  charg- 
ing premiums,  bonus,  or  advance  interest,  as  set  forth  in  the  first  sec- 
tion of  this  act,  and  upon  such  acceptance  and  approval  thereof  by 
the  Governor,  he  shall  issue  Letters  Patent  to  said  Corporation,  recit- 
ing the  same. 

And  Whereas,   On  the  day   of  Anno 

Domini  one  thousand  eight  hundred  and  a  Corporation 

created  under  the  provisions  of  an  act,  entitled  approved 

day  of  duly  filed  in  the  office  of  the  Secre- 

tary of  the  Commonwealth,  a  certificate  of  their  acceptance  of  the  firs! 
above  recited  act,  in  writing,  under  the  duly  authenticated  seal  of  said 
Corporation,    which  certificate  also  prescribes  their  mode  or  plan  of 
charging  premiums,  bonus,  or  advance  interest,  as  set  forth  in  the 
first  section  of  said  act  to  be,  viz :  which  certificate  of 

acceptance  was  on  the  day  of  Anno  Domini 

one  thousand  eight  hundred  and  duly  approved  by  me. 

l[And  Whereas,  The  said  association  has  also  filed  in 

1This  paragraph  is  omitted  if  incorporated  under  Act  of  29  April,  1874. 


APPENDIX.  113 

the  office  of  the  Secretary  of  the  Commonwealth  the  acceptance  by  the 
said  Corporation,  under  the  seal  thereof,  of  the  provisions  of  the  Con- 
stitution of  this  Commonwealth,] 

^  Now  know  ye,  That  in  pursuance  of  the  power  and  authority  to  me 
given  by  law,  I,  ,  Governor  of  the  said  Commonwealth, 

do  by  these  presents,  which  I  have  caused  to  be  made  Patent,  and 
sealed  with  the  Great  Seal  of  the  State,  declare  the  said  Corporation 
to  be  a  body  politic  and  corporate,  in  deed  and  in  law,  by  the  name, 
style,  and  title  of  and  entitled  to  all  of  the  privileges, 

immunities,  franchises,  and  powers,  and  subject  to  all  the  duties, 
requisites,  and  restrictions  specified  and  enjoined  in  and  by  the  said 
first  above  recited  act  of  the  General  Assembly,1  and  all  other  laws  of 
this  Commonwealth  relating  thereto. 

Given  under  my  hand  and  the  Great  Seal  of  the  State,  at 
Harrisburg,  this  day  of  in 

the  year  of  our  Lord   one   thousand  eight   hundred 
and  and  of  the  Commonwealth  the  one 


hundred  and 
By  the  Governor 


Secretary  of  the  Commonwealth. 


XL     Certificate   for  Foreign  Corporation  becoming  Do- 
mestic.2 

To  His  Excellency, 

Governor  of  Pennsylvania. 
Sir: 

In  compliance  with  the  requirements  of  an  act  of  the  General 
Assembly  of  the  Commonwealth  of  Pennsylvania,  entitled  "An  Act 
to  authorize  foreign  Corporations  to  become  Corporations  of  Pennsyl- 
vania, and  to  prescribe  the  mode  of  their  so  doing,"  approved  the  9th 
day  of  June,  1881 :     The  undersigned,  The  a  Cor- 

poration created  under  the  laws  of  the  Commonwealth  of 
doing  business  in  the  State  of  Pennsylvania,  having  [three  or  more'] 
stockholders  who  are  citizens  of  Pennsylvania,  and  being  embraced 
within  Corporations  of  the  second  class,  as  defined  in  section  two  of 
an  act  of  the  General  Assembly  of  the  Commonwealth  of  Pennsyl- 
vania, entitled  "  An  Act  to  provide  for  the  incorporation  and  regula- 
tion of  certain  Corporations,"  approved  the  29th  day  of  April,  A.  D. 
1874,  and  desiring  to  become  a  Corporation  of  the  State  of  Pennsyl- 

1  If  incorporated  under  Act  of  29  April,  1874,  insert  "  And  bv  the  aforesaid  act  ap- 
proved 29  April,  1874." 

2  Supra,  p.  16-18. 


114  APPENDIX. 

vania,  and  that  letters  patent  therefor  may  issue  to  it  and  its  suc- 
cessors according  to  law,  hereby  certifies 

I.  The  name  of  the  Corporation  is 

II.  Said  Corporation  is  formed  for  the  purpose  of 

III.  The  business  of  said  Corporation  is  to  be  transacted  in 

IV.  The  term  for  which  the  said  Corporation  is  to  exist  is 

V.  The  names  and  residences  of  the  stockholders  and  the  number 
of  shares  held  by  each,  are  as  follows : 

NAME.  |  RESIDENCE.  |  NO.  OF  SHARES. 

VI.  The  number  of  Directors  of  the  said  Corporation  is 

and  the  names  and  residences  of  the  Directors  elected  for  the  current 
year  are  as  follows : 

NAME.  RESIDENCE. 

VII.  The  amount  of  the  capital  stock  of  said  Corporation  is 
$  ,  divided  into  shares  of  the  par  value 
of  $                      .*     The  name  and  address  of  the  Treasurer  are 

VIII.  The  legislation  under  which  the  Corporation  was  originally 
created  was 

IX.  The  present  financial  condition  of  the  said  Corporation  is 

a.  Capital  stock  paid  in 

b.  Funded  debt 

c.  Floating  debt 

d.  Estimated  value  of  property 

e.  Cash  assets. 

[l.  s.] 

Attest, 

Secretary. 


President. 


I  President   of  do   hereby 

certify  that  at  a  meeting  of  the  stockholders  of  the  said  company 
held  pursuant  to  due  and  legal  notice  at  the  office  of  the  company 
in  on  the  day  of 

1  The  act  does  not  require  the  payment  of  ten  per  cent,  of  the  capital  stock  to  the 
treasurer,  but  the  bonus  to  the  Commonwealth  must  be  paid  ;  supra,  p.  42. 


APPENDIX.  115 

A.  D.  188     ,  a  majority   in   interest  of  the  said  Corporation,    viz : 

the  holders  of  shares  of  stock, 

adopted  the  following  resolution: 

Resolved,  That  the  stockholders  of  this  company  do  hereby  consent 
to  the  application  for  a  charter  under  the  laws  of  the  Commonwealth 
of  Pennsylvania,  and  the  President  and  Secretary  be  and  they  are 
hereby  authorized  to  affix  the  corporate  seal  thereto;  and  that  this 
Corporation  do  renounce  its  original  charter  and  all  privileges  uol 
enjoyed  by  Corporations  of  its  class  under  the  laws  of  the  Common- 
wealth of  Pennsylvania  aforesaid. 

In  testimony  whereof  I  have  set  my  hand  and  caused  the  Seal  of 
the   said    Corporation    to    be    affixed    this  day  of 

A.  D.  188     . 


[l.  s.] 
Attest, 


State  of  Pennsylvania, 
County  of 


President. 
Secretary. 


ss. 


Before  me,  the  Recorder  of  Deeds  in  and  for  the  county  aforesaid, 
personally   came  three   of  the   Directors   of  the 

aforesaid,  who  in  due  form  of  law  acknowledged 
the  foregoing  instrument  to  be  the  act  and  deed  of  the  said  Corpora- 
tion for  the  purposes  therein  specified. 

"Witness  my  hand  and  seal  of  office,  the  day  of 

A.  D.  188     . 

Recorder. 

State  of  Pennsylvania,  1 
County  of  l^- 

Personally   appeared   before    me,    this  day  of 

A.  D.  18     ,  the  above  named 
who  being  duly  sworn  according  to  law,  depose  and  say  that   they 
are  Directors  of  the  and  that  the  statements  con- 

tained in  the  foregoing  instrument  are  true. 

Sworn  and  subscribed  before  me,  this 
day  of  A.  D.  188 

Recorder. 


116  APPENDIX. 

[Endorsed.] 

Executive  Chamber, — Harrisburg,  188   . 

Hon. 

Secretary  of  the  Commonwealth. 

Having  examined  the  within  application  and  found  it  to  be  in  pro- 
per forin,  and  within  the  purposes  of  the  class  of  Corporations  speci- 
fied in  section  two  of  the  act,  entitled  "  An  Act  to  provide  for  the  In- 
corporation and  Regulation  of  certain  Corporations,"  approved  April 
29,  A.  D.  1874, 

I  hereby  approve  the  same,  and  direct  that  letters  patent  issue  accord- 
ing to  law. 

Governor. 

[Endorsed.] 

Secretary's  Office. 

Pennsylvania,  ss: 

Enrolled  in  Charter  Book  No  ,  Page 

Witness  my  hand  and  seal  of  office  at  Harrisburg, 
this  day  of  A.  D.  188  . 

Secretary  of  the  CommoniveaUh. 

Recorded  in  the  Office  for  the  recording  of  Deeds,  &c.,  in  and  for 
the  County  of  in  Book 

page  ,  &c. 

Witness  my  hand  and  seal  of  office  this 
day  of  A.  D.  188  . 

Recorder  of  Deeds. 

[L.  8.] 


APPENDIX.  117 


GENERAL    FORMS    FOR   BOTH    CLASSES. 

XII.    Re-Charters.1 

[The  certificate  will  follow  the  general  certificate  of  Corporations  of 
its  class,  supra,  p.  94,  101,  and  then  proceed] 

VIII.  This  Certificate  is  a  renewal  of  the  former  charter  of 

granted  on  the  day  of 

A.  D. 

IX.  The  present  financial  condition  of  the  is  as 
follows : 

a.  Capital  stock  paid  in 

b.  Funded  debt 

c.  Floating  debt 

d.  Estimated  value  of  property 

e.  Cash  assets 

X.  The  hereby  accepts  the  provisions  of  the 
Constitution  of  the  Commonwealth  of  Pennsylvania  and  of  the  afore- 
said act  of  the  General  Assembly  of  the  said  State,  approved  April 
29,  1874,  and  hereby  surrenders  all  privileges  conferred  upon  The 

aforesaid  by  its  original  charter  which  are 
not  enjoyed  by  Corporations  of  its  class  under  the  aforesaid  act  of  the 
General  Assembly,  approved  April  29,  1874,  or  the  general  laws  of 
the  Commonwealth  of  Pennsylvania. 

\_Acknoidedgment,  advertisement,  proof  of  publication,  decree  or  letters 
patent,  enrolment  and  recording,  as  provided  for  Corporations  of  its 
class.     Supra,  p.  95,  102.] 


Certificate  Accompanying  Re-Charter. 

I  President  [or  Secretary]  of 

do  hereby  certify  that  at  a  meeting  of  the  stockholders  of  the  said 
company  held  pursuant  to  due  and  legal  notice  at  the  office  of  the 
company  in  on  the  day  of 

1  Supra,  p.  23. 

9 


118  APPENDIX. 

A.  D.  188     ,  a  majority  in  interest  of  the  said  Corporation,  viz.,  the 
holders  of  shares  of  stock  adopted   the  following 

resolution  : 

Resolved,  That  the  stockholders  of  this  Corporation  do  hereby  con- 
sent to  the  application  for  a  re-charter  under  the  laws  of  this  Com- 
monwealth, and  the  President  and  Secretary  of  the  Company  be  and 
they  are  hereby  authorized  to  affix  the  Corporate  Seal  thereto. 

In  testimony  whereof  I  have  set  my  hand  and  caused  the  Seal 
of  the  said  Corporation  to  be  affixed  this  day  of 

A.  D.  188     . 


[l.  s.] 
Attest, 


President. 

Secretary. 


XIII.     Registration.1 

Office  of  the  188 

To  the  Hon.      • 

Auditor  General. 

Sir: 

In  compliance  with  the  requirements  of  the  first  section  of  an 
act  of  the  General  Assembly  of  Pennsylvania,  entitled  "An  Act  t<> 
provide  Revenue  by  Taxation/1  approved  June  7,  A.  D.  1879,  I 
hereby  certify  for  registration  in  your  office  the  following  information 
concerning  the  company  hereinafter  named: 

Name  of  company 

Act  of  Assembly  or  authority  under  which  organized  or  incor- 
porated 

Date  of  incorporation  or  organization 

Place  of  business 

Amount  of  capital  authorized 

Amount  of  capital  paid  in 

Name  and  P.  O.  address  of  President 

Name  and  P.  O.  address  of  Secretary 

Name  and  P.  O.  address  of  Treasurer 

[l.  s.] 

President,  Secretary,  or  Treasurer. 
1  Supra,  p.  18. 


IN  DEX. 


[the  references  are  to  the  pages.] 


PAGE. 


Abandonment, 

Of  turnpikes  and  plank  roads,      .... 

Acceptance  of  Act, 

By  existing  corporations,  .... 

Eeal  estate  title  insurance  companies, 
Building  and  loan  associations, 

Acceptance  of  Constitution, 

By  road  companies,  ..... 

Purchasers  of  corporate  franchises, 

Accidkxt  Insurance  Companies,       .  .  .  . 

Accounts, 

Of  road  companies,  ..... 

Bridge  companies,       ..... 
Inclined  plane  railways,  .... 

Acknowledgment, 

Of  charters  for  first  class,  ..... 
Second  class,  .... 
Foreign  corporation  becoming  domestic, 

Action, 

Corporation  may  maintain  and  defend, 
Against  foreign  company  after  re-incorporation, 

Stockholder  for  corporate  debt, 

Officer  for  corporate  debt, 

Subscribers,  charter  is  prima  fade  evidence, 


Affidavit  of  Defence, 

See  Certificate. 

Agent, 

Corporation  may  remove,  appoint  and  remunerate, 
When  real  estate  title  companies  may  act  as,     . 
See  Officers. 


54 


35 

46 

74,  110-113 

54 
90 


9,  44 

47 
57 
85 


13 
14 

17 

7 

17 

28^30,  82 

29,  80,  81 

29,  n.  1 


Administrator, 

See  Executor. 

Advertisement, 

Of  application  for  charter,            ......         13 

For  re-charter, 

13,  n.  1 

Proof  of,    . 

14,  15 

For  charter  of  first  class,  form  of, 

95 

Second  class,    " 

.       102 

For  amendment  of  charter,  form  of, 

.       100 

Of  re-charter, 

36 

Of  meeting  to  increase  corporate  debt, 

32 

Of  dividend  in  bridge  companies, 

57 

7 
45 


120 

Agricultural  Societies, 

Amendments  of  Charter, 

Of  corporation  of  first  class, 
Form  for 


INDEX. 


How  title  to  realty  belonging  to  religious  corporation  affected  by, 
Of  turnpike  company,       ...••• 


8 

41 
99,  100 
.  '  42 
.  53,54 


Appeal, 

From  report  of  viewers,   . 

From  decree  of  court  upon  viewers'  report, 

Application,  .    . 

Of  payments  in  building  and  loan  associations, 

Assessment, 

Of  capital  stock,  how  enforced,    .  .  .  • 

Payment  of  one,  not  evidence  of  promise  to  pay  others, 

Assessment  of  Damages, 

See  Damages,  Assessment  of. 

"Of  stock,  liability  for  calls  and  assessments, 

Auditor  General, 

Duties  of.  upon  approval  of  charter, 

Resiist  ration  of  corporation  in  office  of,  . 

Return  to.     See  Reports. 


40.  41,  n.  3 
41 


70,  n.  4 


23-26,  79 
25,  n.  7 


21,  22,  24,  25 

15 

18,  35 


Banking  Companies,    . 

Beneficial  Societies, 

Benevolent  Societies.    See  charity. 

Boarding  Bouse  Companies, 

Powers  of,  . 

Boats.    See  Ships. 

Bonded  Indebtedness, 
Report  of,  . 


Bonds, 


When  issue  of,  authorized, 

Not  affected  by  invalidity  of  mortgaj 

Full  paid  stock  cannot  be  issued  for,      .  • 

Of  other  companies,  when  corporations  may  hold, 

[n  proceedings  to  assess  damages, 


Bonus, 

On  capital  stock.    .  .  •         .    \         .   " 

Exemption  of  building  and  loan  associations  from, 

Turnpike,  bridge  and  cemetery  companies, 

Bridge  Companies,      .  •  •  • 

Exemption  from  bonus  to  commonwealth, 

See  Ferry,  Wharf  and  Bridge  Companies. 

Bridgi  -. 

Construction  of  by  road  companies. 


11,  n.  2 


in 
65 


92 


26,  27,  75 


27.   D.  1 

30 

76 

-I 

40 

•12 

42, 

7:; 

42 

10 


47 


IXDEX. 

Building  and  Loan  Associations, 

Creation  of  authorized,     . 
Powers,       .... 
Form  of  Charter, 
Not  bound  to  inquire  purpose  for  which  money  is  borrowed, 
Premiums  payable  in  instalments, 
Exemption  from  bonus  on  Btock, 
Interest  in  advance, 
Capital  stock, 

Unpaid  instalments  to  be  liens,    . 
Voluntary  withdrawals, 
Involuntary  withdrawals. 
By-Laws.   .... 
Disposal  of  funds, 
Cannot  borrow  to  make  loans, 
Repayment  of  loans, 
Loans  are  not  "discounts," 
Application  of  payments, 
Remedy  for  non-payment, 
Fines  limited, 

Premiums,  &c,  not  usurious, 
What  is  sufficient  defence  in  action  on  mortgage, 
Married  women  as  stockholders. 
Liabilities  of,     . 
Dissolution, 

Proceedings  upon  insolvency, 

Purchases  and  conveyances  of  lands  and  ground  rents 
Exemption  from  bonus  and  registration, 
Liability  to  tax,    .... 
Acceptance  of  statutes  by  existing  associations, 
Repeal  of  prior  acts. 

Business, 

Of  corporation  must  be  stated  in  charter, 
Is  limited  by  charter, 

By-Laws, 

Power  to  make,  .... 
How  enacted,  .... 
What  to  prescribe, 

Validity  of,  .... 

Must  be  subject  to  statutory  provisions, 
Officers  and  stockholders  presumed  to  know, 
Of  building  and  loan  associations, 


121 

PAGE. 

10 

. 

66 

. 

107 

66, 

n.  6 

. 

67 

42,73 

. 

67 

G 

7.  US 

. 

68 

. 

68 

. 

69 

. 

69 

. 

69 

69, 

n.  5 

. 

70 

69, 

n,  5 

70, 

n.  4 

71 

71 

. 

71 

71, 

n.  •> 

71 

72, 

n.  1 

72 

72, 

n,  2 

7' 

I  73 

. 

73 

73, 

n.  7 

,110, 

113 

74 

12 

*8, 

n.  2 

.     £ 

1,18 

. 

19 

19,  2C 

,21 

18, 

n.  5 

12, 

n.  6 

20, 

n.  2 

6£ 

>,  69 

("alls.    See  Assessments — Stock. 

Capital, 

Withdrawal  of,  by  manufacturing  and  other  corporations,        .  .         80 

Capital  Stock.     See  Stock. 

(  'KMETERY  COMPANIES,  ......  8 

Exempted  from  bonus  on  stock,  .  .  .  .  .42 

<  'ertificate, 

Required  from  manufacturing  and  other  corporations,  ■  . 

Penalty  for  giving  false,  ..... 

Of  officers  upon  withdrawals  from  building  and  loan  associations  is 

not  negotiable,  .  .  .  .  .  69,  n.  1 

Nor  within  affidavit  of  defence  act,  .  .  .  69,  n.  1 

By  purchasers  of  corporate  franchise,      .  .  .  .  .90 

See  Forms. 


79,81 
81,82 


V22 


INDEX. 


amendment  of, 


Certificate  of  Incorporation.    See  Charter. 

Certificate  of  Stock.    See  Stock. 

Chancery.    See  Equity. 

Charges, 

Of  telegraph  companies  regulated, 

Ctt  vrity 

Corporations  for  charitable  purposes,      . 
Donation  of  wages  for,      . 
Effect  of  dissolution  on  corporate  assets, 
Title  to  realty  after  amendment  of  charter, 

Charter, 

By  whom  to  be  signed,     . 

I  low  engrossed,     . 

Effect  of  interlineations, 

Necessary  contents  of, 

Advertisement  of, 

Is  private  act, 

Must  only  embrace  one  kind  of  corporation, 

How  repealed,  alter  letters  patent. 

When  non-payment  of  ten  per  cent,  invalidates 

Cannot  he  collaterally  attacked, 

Duration  of, 

Revocation  of,       .  •  • 

/',  ima  facie  evidence  against  subscribers, 

When  stock  issued  for  property, 

Title  of  religions  corporation  to  realty  after 

List  to  be  published, 

Tax  on, 

Of  first  class. 
'  Acknowledgment, 
Presentment  to  law  judge, 
Proof  of  publication, 
Decree, 
Record, 
Evidence, 
Fees, 
Form  of, 

For  church,  form  of, 
Amendment  of,  form  for, 

Of  second  class. 
Form  of,  . 

Additional  necessary  contents  of. 
Road  companies, 

Form  of. 
Ferry.  Wharf  or  Bridge  Companies 

Form  of, 
Telegraph  companies 
Public  use, 
Form  of. 

Private   use  and   messenger,  police, 
business, 
Form  of. 
Building  and  Loan  Associations, 
Form  of,  . 
Acknowledgment, 
Presentation  to  Governor, 
Letters  patent, 
Record, 
Evidence, 
Fees, 


and     lire 


60 

8 
4:; 
88 
42 


11 
11,  n.  6 

11,  n.  6 
12 
13 

14,  n.  4 
9 
5,  n.  2 


1 


16, 


alarm 


15 

5)  n.  7 
18 
18 
29,  n.  1 
31 
42 
86 
91 

13 

14 
14 
14 
14 
16 

1  1.  n.  5 
94  '.'7 
97 
41 

lol 
14 
46 

106 
55 

106 


59 
106 

60 

L06 

67 

1(>7 
1  1 
15 
15 
15 
16 
16 


INDEX. 


123 


Charter — Continued. 

Of  Foreign  Corporations  becoming  Domestic. 
Contents  of, 
Acknowledgment, 
Presentation  to  Governor, 
Letters  patent, 
Record, 
Form  of, 

Re-charters. 

Form  of,  .... 

Church, 

Form  of  charter  for,         .... 
See  Public  Worship. 

Citizenship, 

Of  subscribers  to  charter, 

Civil  Engineers, 

Are  not  "  laborers."  .... 

Classes, 

Of  corporations,     . 

Clerk, 

Liability  of  stockholders  for  salary  of,    . 
See  Secretary. 

Clubs,      ....... 

Coal  Companies, 

Reports  by,  . 

Tax  on,      . 

Commerce, 

Corporations  for  encouragement  of, 

Company.    See  Corporation. 

Compensation.    See  Wages. 

Condemnation  of  Property.     See  Eminent  Domain. 

Conditions, 

Effect  of  conditional  subscriptions, 

Consequential  Damages, 

When  allowed,      ..... 

Consolidation, 

Of  corporations  of  first  class, 

Constables, 

Duties  of  in  cases  of  defective  roads,     . 

Construction  op  Grant,         .... 

Contractors, 

Are  not  "laborers,"  .... 

Conveyance, 

Corporations  may  transfer  property, 
Effect  of  informality  in,  ... 

Of  property  subject  to  escheat,    . 
See  Real  Estate, 

Corporate  Minutes, 

AY  hen  evidence,-    ..... 


16 
17 
17 
17 
17 
113 

116 

97 


11 

82,  n.  9 

.      8,9 

.  77,  82 
8 


92 
91 


.    26  n. 

38,  n.  4 

42 

.   50,  n. 
34 

82,  n.  9 

7 
.  7,  n.  2 
.  7,  n.  2 

.  7,  n.  2 


124 


INDEX. 


CORPORATIONS, 

General  powers,  • 

Class  1.     First  class— not  for  profit, 

Power  to  purchase  real  estate, 
2.     Second  class — for  profit, 
Mode  of  incorporation,     . 
Contents  of  certificate,      . 
Notice — advertisement     . 
Certificates  for  first  class, 
Certificates  for  second  class, 
How  foreign  corporation  may  become  domestic 
Registration, 

Length  of  grant — revocation,      . 
By-laws  of, 
Officers,     . 
Directors  or  trustees, 
Certificates  of  stock, 
Formalities  at  election,     . 
Cumulative  voting 
Capital  stock,  subscriptions  to,     . 
Eight  to  vote         . 
Transfer  of  shares, 
Calls  and  assessments, 
Holding  stuck  of  other  corporations, 
Mortgages  by,        .  .  • 

Equity  jurisdiction  in, 
Liability  of  Stockholders, 
Preferred  stock,     . 
lull  paid  stock  issued  for  property, 
Deferred  stock,      . 
Increase  of  capital  stock. 
Indebtedness, 
Reduction  of  capital  Btock, 
May  sell  and  transfer  franchises, 
Construction  of  charter,   .  . 

Time  for  commencing  and  completing  work. 
Acceptance  of  statute  by, 
Re-charters,  .  . 

\-~csMiient  of  damages—  petition, 

Viewers, 

Judgment  and  execution. 

Fees. 

Bonds, 

Appeals,  . 
Amendments  to  charters  of  first  das-,     . 
Title  to  real  estate  after  amendment, 
Consolidation  of  corporations  of  first  class, 
Bonus,        . 

Payment  of  employees'  wages  regulated. 
Donations  of  wages  for  charities, 
When  entitled  to  hold  and  guarantee  stock  and  bonds  of  other 

ations,    . 
Special  provisions— See  the  titles  of  the  various  companies. 

Corporation  Stores, 

Regulated,  ....•• 

COURTS, 

Powers  over  road  companies,        . 

(las  and  water  companies,    . 

Real  estate  title  insurance  companies, 

Cumulative  Voting,    ...••• 


6 
8 
9 
9 
11 
12 
13 
14 
15 
16,17 
18,  35 
18 
18,21 
19,20 
19 
21 
22 
22 
23 
24 
24 
2--> 
26 
26 
27 
28-30 
30 
30 
31 
31-34 
:;i  :;i 
34 
34 
:;i 
•M 
35 
36 
37 
38 
39 
39 
40 
40 
41 
42 
42 

42 

—  — . , 
ii,  lo 

43 

corpor- 

26,  76,  84 


.  77,83 


48 

(i2.  64 

46 

22 


INDEX. 


125 


Damages,  Assessment  of, 
How  made, 
Petition,    . 
Viewers,  appointments  of, 

Report  of, 
What  estates  entitled  to  compensation, 
Nature  of  damages  allowed, 
Judgment, 
Execution, 

Bond  to  secure  damages, 
Proceedings  on  refusal  to  accept  security 
Appeals  from  report  of  viewers, 

Debts, 

When  stockholder  liable  for  corporate 
Liability  of  director  for, 
See  Indebtedness. 

Declaration-, 

In  action  to  enforce  subscription-. 

Decree, 

Form  of,  upon  application  for  charter,    . 
Amendments  to  charter, 

Deferred  Stock, 
Demands.    See  Actions. 

Deposits, 

In  real  estate  title  insurance  companies, 

Deposit  Company, 

See  Safe  Deposit  Company. 

Directors, 

Number,  powers  and  duties  of,    . 

Names  and  residences  must  appear  in  charter, 

Need  neither  be  corporators  nor  subscribers 

When  unable  to  release  stock  subscriptions  ' 

Cannot  alter  by-laws, 

Nor  increase  stock, 

Of  road  companies,  powers  of, 

Liability  of,  in  manufacturing  and  other  corporations, 

Discounts, 

Building  association  loans  are  not, 

Dissolution, 

When  charter  power  valid. 
Voluntary,  how  made, 
Adverse,  when  decreed,   . 
Prohibited  until  payment  of  taxes, 
Of  building  and  loan  associations, 

Dividends, 

Report  of,  to  Auditor  General, 
Of  bridge  companies, 
Inclined  plane  railway-. 
Manufacturing  and  other  corporations, 

Domestic  Animals, 
Insurance  of, 


37 

37 

38,  W 

38,39 

17,  n.  3 


38, 


n.4 
39 
39 
40 

40 

40 


28-30,  82 
80,  81,  82 


24,  n.  2 


96 
99,  100 

31 


45,  46 


19 

12 

12,  n. 

26,  n. 

19 

32,  n.  1 

.  47,53 

80,  81,  82 


69, 


n.  o 


12,  n.  6 

-7.  88 

88,  n.  5 

88 

72 


91 
57 

85 
80 


10,  44 


126 


INDEX. 


Domestic  Corporations, 

How  foreign  company  may  become, 

Drove  Yard  Companies, 

Duration  of  Corporation, 
Must  appear  in  charter, 
May  be  perpetual  or  limited, 


16-18 
10,  65 


12 

18 


Easement, 

Bv  exercise  of  right  of  eminent  domain, 

Educational  Society.    See  Charity. 

Election, 

Of  officers,  ..... 

Oath  of  officers  holding, 

When  Bet  aside,     ..... 
To  increase  or  reduce  capital  stock  or  Lndebtedni  bs, 

Kl.i'.V  \  Tui;    <  '"MI'ANIi:-,    . 

See  M  \Nri\\<  tiimn'.  COMPANIES. 

Eminent  Domain, 

Bow  damages  assessed  for  property  taken, 
Corporate  franchises  may  be  taken  by,   . 
Exercise  of,  creates  easement, 
Compensation  for  gas  pipes  laid  under  highway, 
Exercise  of,  by  ferry,  wharf  or  bridge  company, 
inclined  plant  railways. 
Manufacuring  and  other  corporations, 
Metal  and  wood  companies, 
Telegraph  companies,     . 
Water  companii 

Employ 

Payment  of  wages  regulated, 
Liability  of  stockholders  for  wa_ 

EqiriTY, 

Jurisdiction  in  corporation  mortga§ 
To  enforce  stockholders' liabilities, 

Escheat, 

Effect  of  conveyance  of  property  subject  to, 
Of  realty  of  religious  corporations, 

Estoppel, 

<  >f  company  by  act  of  officer, 

( >f  member  to  deny  validity  of  by-law, 


39,  n.  4 


20 

•12 

22 

32,  33 

10 


37-41 
34,  n.  5 
39,  n.  4 
61,  n.  3 

63,  83 
75 
59 


1 1 
'.-..  32 

27 
28 


7,  n.  2 
42 


19,  n. 
19,  n. 


Evidence, 

Certified  copies  of  charter-  to  lie,  ....  lo 

Charter /i/-//;i" /<"■(>,  against  stockholders,  •  •  •  *9»  n-  j 

In  proceedings  to  assess  damages  for  property  taken,    .  .  38,  n.  4 

Not  part  of  record,  .  •  •  •  39,  n.  3 

In  actions  against  officers  and  stockholders  for  corporate  debts,  29,  n.  1,81,  n.8 
Of  amendment  of  road  company  charter,  ....        54 


K\<  EPTIONS, 

To  report  of  viewers, 

I    HON, 

Against  stockholders  for  corporate  debts, 
( >n  report  of  viewers  to  assess  damages, 


41 


39 


INDEX. 


127 


Executor, 

"When  authorized  to  accept  stock  in  payment  for  decedent's  property,  31 


Exhibition  Companies, 
Power  to  mortgage, 

Expulsion, 

When  charter  power  valid, 


27,  n.  4 
12,  n.  6 


Fees, 

For  charters  of  first  class, 

Second  class, 
Upon  increase  of  capital  or  indebtedness, 
Of  viewers  to  assess  damages, 
Upon  amendment  of  road  company's  charter, 

Ferry,  Wharf  and  Bridge  Companies, 
Charter  provisions, 
Form  of  charter  of, 

Distance  from  other  ferries  or  bridges,   . 
Management  of  bridge  and  wharf  companies, 
Condemnation  of  property  by, 
Toll  on  bridge,      .... 
Penalty  for  excessive  toll, 
Accounts,  .  .  .  . 

Dividends, 

Prohibited  act,      .... 
License  of  wharf  companies  in  Philadelphia, 
Additional  powers, 
Sale  of  bridge  property,  . 
Voting  in  bridge  companies, 


Fiduciaries, 

May  deposit  in  real  estate  title  insurance  companies,    . 


Fixes, 

In  building  and  loan  associations  limited, 

Fire  Aearm, 

Telegraph  companies  for  purpose  of, 

Fire  Companies,  ..... 

Fire, 

Penalty  for  carrying,  on  bridge, 

Inclined  planes, 

Fish  Societies,  ..... 

Foreign  Corporation, 

May  become  domestic  when, 

Necessary  contents  of  certificate  of, 

Acknowledgment  of  certificate, 

Presentation  to  governor, 

Record  of  certificate, 

Powers  and  liabilities  after  re-incorporation, 

Form  of  charter,         .... 

Report  of,  ..... 

Tax  on,      . 


14 
16 
33,  n.  4 
39 


10 
55 
106 
55 
55 
55 
56 
57 
57 
57 
57 
57 
58 
58 
58 


46 

71 

60 
8 


57 
86 

8 


16 
16 
17 
17 
17 
17 
113 
92 
91 


128 


INDEX. 


Forms, 

OorporaMans  of  the  first  class. 
General  charter,    ........ 

Advertisement,  .  .  .  .  •  •  .95 

Proof  of  publication  and  residence,  .  .  .  .96 

Decree,  .  .  .  •  •  •  •  ;|0 

Kecord,  ........ 

Charter  for  church,  .......        98 

Amendments  to  charter,  .......        99 

[nterlocutory  decree,  ......       1"" 

Advertisement,  .......      100 

Final  decree,  .......       100 

<  reneral  charter,   ........      101 

Advertisement,  .  .  .  .  •  .  .102 

Proof  "i'  publication,  ......       103 

Approval  by  tin-  Governor,  enrolment  and  record,  .  103.  104 

Letters  patent,  .......       1"1 

Charter  for  road  company,  ......       105 

'  barter  for  ferry,  wharf  and  bridge  company,    ....      106 

Charter  for  general  telegraph  company,  ....       L06 

Charter  for  private  telegraph  company,  ....       IW 

Charter  for  building  and  Loan  associations  and  mutual  saving  funds,   .       107 
Acceptance  "!  art  of  1879  by  building  and  loan  associations  and  mu- 
tual Baving  funds,  viz., 

Resolutions  of  stockholders,  .....       11" 

<  ertificate  of  acceptance,  .  .  .  .  .  .110 

Letters  patent,        .  .  .  .  •  •  .110 

Charter  for  foreign  corporation  becoming  domestic,      .  .  .       113 

tificate  "t  company,      .  .  .  .  .  .114 


Re-charter,     .... 

tificate  of  company, 
Registration  of  corporations, 

Fb  \  Si  ii  i 

( ''instruction  of,     .... 

Corporations  may  Bell  and  transfer, 

When  exclusive, 

Winn  purchasers  constituted  new  corporation, 

l'ii.:   Paid  Sto< 

See  Sixx  k. 


Pi  tTDS, 


Subject  to  control  of  treasurer, 

Disposal  of,  in  building  and  Loan  associations, 


117 
117 
L18 


34,  76 

::i 
58,  62 

89,  '.'<> 


69 


GameSoctei 

(  rAS  <  lOMPANTES, 

Power  to  mortgage, 

See  W  \  CEB  i  Jompanii  - 

<  rENERAL  <  lORPOB  LTB  POWERS, 

l  RNOR, 

Duties  of,  in  approving  charters, 

I  ■  ;•  \vr. 

<   instruction  of,    . 


10,61  63 

■J7.  n.  4 

ii 

.  15,  17 

3 1 


INDEX. 


129 


Gross  Premiums, 

Of  insurance  companies,  report  of, 

Tax  on, 

Gross  Eeceipts, 

Keport  of,  ... 

Tax  on.      .... 


91 
91 


91 
91 


Ground  Rent, 

When  owner  of,  entitled  to  compensation  for  appropriation  of  land,    37,  n.  3 
Powers  of  building  and  loan  associations  as  to,  ...         73 

Guarantee, 

Of  stock  and  bonds  of  other  corporations,  .  .  .  .  76,  84 


Halls, 

Corporations  for  erection  of, 

Heat  Companies,  .... 

See  Water  and  Heat  Companies. 

Horticultural  Societies, 

Hotel  Companies,        .... 

Husband  and  Wife, 

See  Married  Women. 


10,  61-63 

8 
.  10,65 


Inclined  Plane  Railways,     . 
General  powers, 
Other  comporations  may  hold  guarantee  stock  and  bonds  of, 
May  purchase  or  condemn  land, 
Rates  of  toll, 

Penalty  for  demanding  illegal  fares, 
Accounts, 
Dividends, 

Prohibited  acts  and  penalties, 
Obstruction  of  causeway, 
Time  for  commencement  and  completion  of  work, 

Ice  Companies,   ....... 

Income, 

Tax  on,      ....... 

Incorporation,  mode  of,  ....  . 

Certificate  of.     See  Charter. 

Increase  of  Stock  or  Indebtedness, 

How  made,  ...... 

Indebtedness, 

How  increased,      ...... 

What  constitutes  increase  of,         . 

Liability  of  stockholders  for  corporation, 

Of  stockholder,  when  prevents  transfer  of  stock, 

Limitation  of,  in  manufacturing  and  other  corporations, 

Indirect  Damages, 

"When  allowed,      ...... 

Injuries, 

Corporation  for  insurance  against, 


11 

84 
84 
85 
85 
85 
85 
85 
86 
86 
86 

10 


91 
.  11-16 

.  31-34 

.  31-34 

31,  n.  6 

28-30,  82 
22 
80 

38,  n.  4 


130 


INDEX. 


Inquest, 

In  road  companies,  ..... 

Insolvency, 

Of  building  and  loan  association,  proceedings  in, 

How  stock  subscriptions  enforced  upon  failure  of  company, 

Instalments, 

In  building  and  loan  association, 

Insurance  Companies, 
Domestic  animals, 
Life, 

Accident, 

Thefts  and  wilful  injuries, 
Real  estate  titles, 

See  Real  Estate  Title  Insurance  Company. 

Interest, 

When  owner  of  land  taken  for  public  use,  entitled  to, 
On  loans  in  building  associations, 

Involuntary  Witi  r  r>  r  a  \v al, 

From  building  associations, 

Iron,  Steel,  Metal  and  Wood  Companies, 
General  powers,    . 
May  issue  bonds, 
Equity  jurisdiction, 
Annual  statement  and  reports, 
Power  to  appropriate  streams. 
Construction  of  grant, 
Other  companies  may  hold  or  guarantee 
Citizenship  of  corporators, 
Place  of  business 
Taxation  of, 

Existing  companies  may  accept  act, 
Liability  of  stockholders  in, 
Repeal  of  prior  aits. 
How  employees  to  lie  paid, 
Profit  on  merchandise  sold  by,  regulated, 

Irrelevant  Matter, 

Effect  of,  in  charter, 


stock  and  bonds  of, 


.  50,  n. 


72,  n.  2 
.   '     23 


69-71 


.  9,44 
.  9,44 
.  9,44 
.  9,44 
11,  44-46 


38,  n.  4 
67 


69 

10 
74 
75 
75,  n.  2 

7"> 
75 
76 
70 
76 
76 
70 
76 
77 
77.  78 
77,78 
78 


12,  n.  6 


Judicial  Sale, 

Of  corporate  franchise  when  purchasers  constitute  new  corporation,    .  89,  90 


Judge, 

Duties,  of  in  approving  charter, 

Judgment, 

Officer  cannot  confess  against  company, 
On  report  of  viewers  to  assess  damages, 


14 


19,  n.  4 
39 


Judicial  Proceedings, 

Corporations  may  maintain  and  defend, 

Justices  of  the  Peace, 

Powers  of,  over  road  companies, 


50 


INDEX.  131 


PAGE. 


Laborers, 

W»o  are, 82  n  9 

Payment  of  wages  regulated,        ....  7778 

Liability  of  stockholders  for  wages  of,     ...".'  77'  82 

Lessee, 

When  entitled  to  compensation  for  property  taken,       .  .  37  n.  3 

Letters  Patent. 

How  repealed,        .             .             .             .             ,             _             _  L5  n  2 

Who  entitled  to,  between  conflicting  applicants,             .'             '            r,-'  „'  7 
Forra  of, "'  ^ 

In  building  and  loan  associations  accepting  statute,  .  .      112 

Liability  of  Directors.     See  Diri-:it<u;s. 

Liability  of  Stockholders, 

For  corporate  debts 28-30,77,82 

bee  STOCKHOLDER. 

Library, 

Associations  for  support  of,  ....  8 

License. 

Of  wharf  companies  in  Philadelphia,      ....  .-,7 

Corporation  holding  patent  may  grant,  ....  \{) 

Liens, 

Insurance  against,  ....  44   li; 

Life  Estate, 

Entitled  to  compensation  on  condemnation  of  property,  .  37  n.  3 

Life  Insurance  Company,       ....  0  44 

Light, 

Companies  for  supplying,  ....  n    Gl-63 

See  Wood,  Gas,  Light  and  Heat  Companies. 

Limitation, 

Of  stockholder's  liability  for  corporate  debts,      ...  99 

Of  franchise  of  bridge  and  ferry  company,          .            .  ,~- 

Statute  of,  when  bar  to  recovery  of  stock  assessment,     .           [  25  n.  7 

Liquors, 

Corporations  for  manufacture  of  malt,    ...  n 

Distillation  and  manufacture  of  spirituous,  prohibited,  .  H 

Literary  Society, 

Corporation  may  be  formed  for  purpose  of,  3 

Livery  Stable  Company,         .  t  n 

iu 

Loans, 

Report  of,  to  auditor-general,       .             .  QO 

Tax  on,       .......  91 

In  building  and  loan  associations,             .             .             .  .  69  70 

Location, 

Of  corporation  must  appear  in  charter,    ...  jn 

May  be  changed,  .  .  .  .  15  n    1 


Mandamus, 

To  compel  corporate  election,       .  .  ,  .  .  20  n    1 


132 


INDEX. 


Manufacturing,  Mechanical,  Mining,  Trading  and  other  Companies, 

Creation  of,  authorized,     .  .  .  .  .  .  .10 

Capital  stock  of,     .  .  .  .  .  .  .  .79 

Special  stock,         .......        82 

Payment  of  stock  assessment,  how  enforced,         .  .  .  .79 

Certificate  of  payment  of  stock  to  be  recorded,  .  .  .79 

Withdrawal  of  capital,     .......         80 

Dividends,  ........         80 

Liability  of  directors,         .  .  .  .  .  80, 81,  n. 

Power  to  hold  property,    .  .  .  .  .  .  .  81, 83 

Annual  certificates  to  be  filed,      ......         81 

Penalty  for  false  certificates,         .  .  .  .  .  .  81, 82 

Decisions  thereon,     .  .  .  .  .  81,  n.  3 

Service  of  process  on,         .  .  •  .  .  .  .  .82 

Dissolution  of,        .  .  .  .  .  .  .  .82 

Liability  of  stockholders,  ......         82 

Divisions  thereon,     .  .  .  .  .  82,  n.  9 

Power  to  condemn  lands,  ......         83 

How  employee's  wages  must  be  paid,      .  .  .  .  .  77,  78 

Regulations  as  to  sales  of  goods  to  employees,    .  .  .  .78,  83 

May  wind  up  affairs  after  expiration  of  charter,  .  .  .84 


.  10,(1.". 

38,  n.  4 

8,  n.  5,  14,  n.  2 


Market  House  Company,        ..... 

Market  Value, 

Of  property  taken  or  injured,       .... 

Marriage  Associations, 

Are  excluded  from  the  act  of  1S74, 

Married  "Women, 

Eligible  as  officers  for  charities,  ......         19 

Bights  of,  in  building  and  loan  associations,       .  .  .  .71,72 

Measure  of  Damages, 

For  property,  taken,  injured  or  destroyed,  .  .  .  38,  n.  4 

Mechanical  Companies, 

See  Manufacturing,  &c.,  Companies. 

Mechanics, 

Liability  of  stockholders  for  wages  of,     . 

Payment  of  wages  regulated,         .... 

Medical  Societies,        ...... 

Member.    See  Stockholder. 

Merchandise, 

Sale  by  corporation  to  employees  regulated,        .  .  .  .  78,  83 

Messengers, 

Telegraph  companies  for,  .  .  .  .  .  60 

Metal  Companies.    See  Iron,  Steel,  Metal  and  Wood  Companies. 

Military  Companies,    ........  8 

Mining  Companies.    See  Manufacturing  Companies. 


77,82 
77,78 

S 


Minutes, 

Of  corporation  when  evidence, 


7,  n.  2 


Missionary  Society.     See  Charity. 


INDEX.  .133 

PAGE  . 

Mortgage, 

Power  to,    .  .  .  .  .  .  .  .26 

Equity  jurisdiction  in,       .......         27 

When  properly  executed,  .  .  .  .  .  27,  n.  3 

By  gas  and  water  company,  ......         63 

Iron,  steel,  metal  and  wood  company,  .  .  .  .75 

In  building  and  loan  associations,  ....  66,  n.  7 

See  Building  and  Loan  Associations. 

Mortgagee, 

Insurance  on  behalf  of,      .......  44-46 

May  bring  .scire  facias  against  corporation  after  expiration  of  charter,    88,  n.  5 

MUNICIPALITY, 

When  consent  of,  required  to  erect  telegraph  lines,       .  .  .61 

When  permitted  to  purchase  gas  or  water  works,  .  .  .64 

Musical,  Societ n>,        ........  8 

Mutual  Saving  Funds.    See  Building  and  Loan  Associations. 


Name, 


Xakm, 


Of  corporation  must  appear  in  charter,  . 

Of  subscribers  and  directors  must  appear  in  charter,     . 

> 
In  actions  to  enforce  subscriptions, 


N  egottable  Instrument, 

Order  of  payment  in  building  associations  not, 

N  i:t  Earnings, 

Report  of  to  auditor  general, 

Tax  on,      ..... 

Note.     See  Promissory  Note. 

Notice.     See  Advertisement. 


12 
12 


24,  n.  •_' 
69 


92 

91 


<  )bservatory  companies,         .... 

Obstruction, 

Of  bridge,  penalty  for,      .... 
Inclined  planes,  .... 

Navigation  by  bridge  company, 

(  )ffice, 

Location  of  may  be  changed, 

Officers, 

Corporation  may  appoint,  remove  and  remunerate, 
Duties  of,  .... 
Presumed  to  know  corporate  rules, 
When  married  women  may  be,    . 
When  salary  recoverable, 
Are  fiduciaries, 
How  vacancy  in  office  filled, 
Powers  and  liabilities  as  agents. 
Liability  for  corporate  debts, 
Limitation  of  liability, 
When  holding  election,  musl  make  affidavit, 
See  Director — Secketaby — Treasurer 
10 


u 

57 

86 

56,  n.  2 

15,  n.  1 

7 

19 
20,  n.2 

19,  n.  3 

20,  n.  2 

19 

20 

111.  n.  4 

81,  82 

29 


134  INDEX. 

PAGE. 

Oil  Stokage  Companies,  .  .  .  .  .  .  11,  n.  2 

Omnibus  Companies,      .  .  .  .  .  .  .  .11 

Opera  House  Companies,         .  .  .  .  .  .  10,  65 

Operatives, 

Payment  of  wages  regulated,        ......         77 

Liability  of  stockholders  for  wages,         ....  77,82 

Merchandise  sold  by  corporation  to,  regulated,  .  .  78,  83 

Original  Subscriber.    See  Stock — Subscriber. 


Painting, 

Corporation  for  support  of,  ......  8 

Park  Companies,  ........         8 

Patents, 

Corporation  for  purchase  and  selling  of,  ....         10 

Payment, 

( »f  stock  assessment,  .......  23-25 

Of  one  assessment  not  evidence  of  promise  to  pay  others,  .  25,  n.  7 

Of  capital  stock  in  manufacturing  and  other  corporations,  certificate 

to  be  recorded,  .......         79 

Penalties, 

For  non-payment  of  stock  assessment,     .....         24 

Defrauding  road  company,  .  .  .  .  •  49,  52 

Exacting  dve  toll,        .....  49,56 

Defective  bridges,      .......         56 

Obstructing  or  endangering  bridge,  .  .  .  .57 

Supplying  impure  gas  or  water,       .  .  .  .  .63 

Illegal  use  of  gas  or  water,   ......        63 

Injuring  gas  or  water  apparatus,      ...  64 

Inclined  planes,.  ....  .85,86 

Person  ll  Pboferty, 

( lanital  stock  is,    .  .  .  .  .  .  .  .25 

When  full  paid  stock  can  be  issued  for,  .  .  .  .30 

Petition, 

To  assess  damages,  .......         37 

Philadelphia, 

License  of  wharf  company  in,  .  .  .  .  5*i 

Vet  authorizing  private  telegraph  lines  does  not  apply  to,         .  .         61 

Pipe  Line  Companies,  .  .  .  .  .  \\,n,2 

Pleadings.    See  Declaration. 

Police, 

Telegraph  companies  for  purposes  of,     .  .  .  .  .         60 

Powers  of  Corporations,        ....  .  .  6 

Preferred  Stock,        ........       30 

Premiums, 

In  building  and  loan  associations,  .....  67-71 

Sec  Building  and  Loan  Associations. 


INDEX.  135 

PAGE. 

President, 

Duties  of,  on  increase  of  stock  or  debt,    .  .  .  .  .33 

Printing  Companies,    .  .  .  .  .  .  .  in 

Process, 

Service  of,  ........        82 

Prohibited  Acts, 

Relating  to  inclined  planes,         ......        86 

Ferry,  wharf  and  bridge  companies,         .  .  .  .  .57 

Proof  of  Publication, 

Of  charters  of  first  class,  ......         96 

Second  class.  .  .  .  .  .  .103 

Promissory  Note, 

Not  payment  of  stock  subscription,  .  .  .  .  25,  26 

Property, 

May  be  mortgaged,  .......         27 

When  full  paid  stock  can  be  issued  for,  .  .  .  .  .30 

Corporation  may  sell  or  assign,    ......         34 

Proceedings  on  condemnation  of.     See  Damages,  Assessment  of — 
Personal  Property — Real  Estate. 

Proxy, 

In  elections  to  increase  stock  or  debt,      .  .  .  .  .33 

Public  Worship, 

Corporation  for,     ........  8 

Publication.     See  Advertisement. 

Publishing  Companies,  .......        10 

Purchase.    See  Real  Estate. 

Purchasers, 

Of  corporate  franchise  when  constituted  new  corporation,         .  .  89, 90 

Purpose, 

Of  corporation  must  appear  in  charter,  .  .  .  .12 

Is  limited  by  charter,      .  .  .  .  9,  n.  1 

Quarrying  Companies, 

See  Manufacturing,  &c,  Companies. 

Quorum, 

Of  directors  and  stockholders  to  be  determined  by  by-laws,      .  .  20,  21 

Quo  Warranto, 

To  repeal  letters  patent,  .  .  .  .  .  15,  n.  2 


Ratification, 

Of  invalid  subscription,    .  .  .  .  .  .  25,  n.  7 

Real  Estate, 

Amount  to  be  held  by  corporations  of  first  class,  ...  8 

When  purchase  of,  by  corporation  of  first  class  authorized,       .  .  9 

When  excess  must  be  sold,  ......  9 

When  held  by  corporation  must  be  necessary  and  proper  for  its  legi- 
timate business,  .  .  .  .  .  .  9,  n.  1 

When  full  paid  stock  can  be  issued  for,  .  .  .  .30 


136 


INDEX. 


Real  Estate — Continued. 

Powers  of  real  estate  title  insurance  companies  to  hold  and  convey, 
Purchase  and  sale  of,  by  building  and  loan  associations, 
Purchase  and  sale  of,  by  iron,  steel,  metal  and  wood  companies, 
Powers  of  manufacturing,  &c,  corporations  as  to, 
Inclined  planes  as  to, 
See  Personal  Property. 

Eeal  Estate  Companies, 

Powers,      ........ 

Capital  stock,         ....... 

Real  Estate  Title  Insurance  Companies, 
Powers,      .... 
Capital  to  be  security, 
May  receive  deposits, 
Court  may  investigate  affairs  of, 
Separation  of  trust  funds, 
Must  accept  act,    . 

Receiver, 

Real  estate  title  companies  may  act  as, 

Re-Chartek. 

Of  existing  corporations, 

Form  of, 
Certificate  accompanying, 

Recorder  of  Deeds, 

Charters  to  be  acknowledged  before, 
Charters  to  be  recorded  in  office  of, 


'.  72 

73 

74 

!  81, 

83 

.  84,  85 

.  10 

65 

• 

65 

.  44 

45 

45 

46 

46 

46 

46 

45 


11,36 
117 
117 


Registration,     ..... 
Form  of,    . 

Release, 

( >!'  stock  subscriptions  by  directors, 

Religious  Corporations, 

Title  to  realty  alter  amendment  (if  charter. 

Repeal  of  Prior  Acts, 

Reports, 

Of  viewers,  requisites  of, 

Of  officers  of  various  companies, 

To  Auditor  General,  viz., 

Registry, 

Capital  stock, 

Dividends, 

Gross  receipts,    . 

Gross  premium-. 

Coal  companies, 

Net  earnings. 

Foreign  corporations, 

Bonded  indebtedness, 

Loans,     . 

Residence, 

Of  subscribers  and  directors  must  appear  in  charter, 
Of  treasurer  must  appear  in  charters  of  second  class, 
Proof  of,    ...... 

Return  to  Auditor  General. 
See  Reports. 


13, 15, 17 
15 

18,  35,  73, 91 
.       118 


26,  n. 


42 

74,  78,  87 

38,  39,  n.  3 

.  75,81 

91 

91 

91 

91 

91 

92 

92 

92 

92 

92 

12 

12,  n.  6,  14 

11, 

n.  5,  96 

15, 18,  35 


INDEX. 


137 


^Revocation  of  Charter,         ...... 

Road  Companies,  ....... 

Exemption  of  turnpike  companies  from  bonus  to  commonwealth, 
Additional  charier  provisions,     ..... 

Form  of  charter  for,         ...... 

Charter  termini  form  contract  with  stock  subscriber, 

Powers  of  directors,  ...... 

Condemnation  of  lands  by,  ..... 

Accounts,    ........ 

Construction  of  bridges  and  roads,  .... 

When  court  to  license,      ...... 

Bates  of  Toll,        ....... 

Penalty  for  false  representation  to, 

Penalty  for  demanding  excessive  tolls, 

Persons  exempt  from  toll,     ..... 
Neglect  to  repair  road,  proceedings  in,  ... 

Penalties  and  costs,  how  recoverable, 
Penalty  for  defrauding  company. 
Power  to  alter  tolls, 
Stock  vote, 

Amendment  of  charters,   . 
Abandonment  of  road, 


PAGE. 

18 

9 
42 
46 
105 
■1'),  n.  7 
47 
47 
47 
■17 
48 
48 
49 
49 
49 
50 
52 
52 
53 
53 
53,  54 
54 


Salary, 

Of  officers  when  recoverable, 
See  Wages. 

Sale, 

Of  bridge  property,  .... 

See  Conveyance — Judicial  Sale. 

Safe  Deposit  Company,  .... 

Science, 

Corporations  for  support  of, 

Scire  Facias, 

To  repeal  letters  patent, 

Seal, 

Corporation  may  make,  use  and  alter, 
Evidence  of  corporate  authority, 

Secretary, 

Duties  of,   . 

See  Officers. 

Secretary  of  Commonwealth, 

Duties  of,  on  approval  of  charter, 

Increase  of  stock  or  debt,    . 
Fees,     . 
To  publish  list  of  charters, 

Security, 

In  proceedings  to  assess  damages, 

Service  of  Process, 

To  enforce  individual  liability  for  corporate  debt, 
On  corporations,    ..... 

Shares.    See  Stock. 


20,  n.  2 

58 

.  10,  66 

8 

15,  n.  2 

7 

7,  n.  1 

20 


15 

33 

33,  n,  4 

.    '     86 


40 


29 

82 


138 


INDEX. 


Ships, 

Corporations  for  building  or  transportation  by, 

Sickness, 

Corporations  for  insuring  against, 

Signature, 

To  charter,  requisites  of, 

Stable  Company,  .... 

Stage  Line  Company,  .  .  .  . 

Statute  of  Limitations. 

When  bar  to  recovery  of  stock  subscriptions, 

Steel  Companii  -. 

See  Iron,  Steel,  &t  .,  Compaot  es. 

Stock, 

Certificates  to  be  issued,   . 

When  transferable, 

Eights  and  liability  of  assignee  of, 

Original  subscriber, 

When  corporation  liable  to  holder  of, 

Title  to,  passes  by  delivery, 

Transfer  of.     See  TRANSFER  of  Stock. 

Is  personal  property, 

Capital  stuck  is  trust  fund, 

How  subscriptions  to,  payable,     . 

When  subscriptions  recoverable, 

Penalty  for  non-payment  of  subscriptions, 

Service  of  process  to  enforce  subscriptions, 

Pleadings  in  action  for  subscriptions, 

I  low  subscription  enforced  on  insolvency  of  company, 

Assessments  and  calls, 

Each  share  entitled  to  one  vote, 

Held  by  subscribers  must  be  stated  in  charter. 

Number  of  shares  and  par  value, 

Increase  of,  how  made,     . 

Reduction  of,  how  made, 

When  preferred  stock  can  be  issued, 
Deferred  stock  can  be  issued. 
Full  paid  stock  may  be  issued  for  property, 
Transfer  of,  debars  vote  to  increase  stock  or  debt, 

Bonus  on,  .... 

Report  of,  to  auditor-general, 

Tax  on,      ..... 

Of  other  corporations,  when  company  entitled  to  hold, 

Of  building  and  loan  associations, 

Of  metal  and  wood  companies,    . 
Manufacturing,  &c.,  companies, 

(  iertificate  of  payment  of,  to  be 
Withdrawal  of, 

Real  estate  companies, 

Stockholders, 

What  constitutes  quorum, 

Meetings  of,  to  increase  stock  or  debt,     . 

When  released  from  subscription, 


10 

9 

11 
10 

11 

25,  n.  7 


23, 


recorded, 


21 

21,  22 

21 

22,  n.  1 

21,  n.  3 

21,  n.  4 

25 

23,  n.  4 

.   '     23 

.  24,  25,  28 

24 

28,  29 

24,  n.  2 

2:;.  n.  4 

25,  79 

23 

12 

12 

.  31-34 

34 

30 

30 

30 

33 

42 

91 

91 

26 

,  76,  84 

67 

71 

7!) 

79 

80 

65 

20 

32 

25,  n.  , 

INDEX. 

Stockholders—  Continued. 

Knowledge  of  corporate  rules  presumed, 
When  bound  by  invalid  by-laws, 
When  liable  for  corporate  debts 

Actions  to  enforce  liability,' 

Execution, 

Limitation  of  liability,  \ 

Service  of  process  to  enforce 'liability 
Right  to  vote.     See  Vote. 
Transfer  of  shares.     See  Transfer  of  Stock. 

Streams, 

Appropriation  of,  by  corporation, 


139 

PAGE. 

20,  n.  2 
19,  n.  1 

28,  77,  82 
28 
29 

29 

2'.  i 


Street  Railway  Companies, 
Subscribers, 

NX5er7SideDC"  andnumber  *  *•«■  held   by,  musl   appear  in 

Acknowledgment  of  charter  by 
Affidavit  by,  .  . 

Liability  for  calls  and  assessments 
When  released  by  transfer  of  stock, 
Charter  -prima  facie  evidence  against, 
See  Stockholder. 

Subscription  to  Stock, 

(  reates  debt  to  company, 

How  payable, 

Penalty  for  non-payment, 

Service  of  process  to  enforce, 

Pleadings  in  actions  for, 

How  enforced  upon  insolvency  of  company 

Assessments  and  calls, 

When  subscriber  released  from, 

Effect  of  conditional, 

Ratification  of, 

When  avoided  by  non-payment  often  per  cent.,' 

Suits.     See  Actions. 

Surety, 

Real  estate  title  companies  may  act  as 


37-41,70 
11,  n.  2 


12 

15 

15 

21,22,  24,  25 

22,  n.  1 

29,  n.  1 


25,  n.  7 
23 
24 
28 

24,  n.  2 
23,  n.  4 

25 

25,  n.  7 
.  26,  n. 

26 
14.  n.  7 


45 


Taxation, 

Registration  for  purpose  of, 

On  charter, 

Capital  stock, 

Building  and  loan  associations, 

Coal  companies,     . 

Gross  receipts, 

Gross  premiums  of  insurance  companies 

Net  earnings, 

Income, 

Foreign  corporations, 

Loans, 


Taxis, 


Dissolution  prohibited  until  payment 


18,35 
91 
91 
73 
91 
91 
91 
91 
91 
91 
91 


88 


140 


INDEX. 


Telegraph  Companies,  ..... 

1.  For  General  Use. 

(  barter  requisites,     . 

Form  of  charter,        ..... 

Construction  of  line, ..... 

Condemning  property, 

Right  to  connect  with  other  lines,    . 

Cannot  acquire  competing  lines, 

Charge  for  delivering  messages, 

2.  For  Private  Use,  ami  fur  Police,  Fir,-  Alarms  umd  .1/ 

Where  businesss  may  be  transacted, 
Charter  requisites,     ..... 
Form  of  charter,         ..... 
Consent  of  municipality,       .... 
Act  does  not  apply  to  Philadelphia, 

Tenant.     Sec  Lessee. 

Term  of  Existence, 

Of  corporation  must  appear  in  charter, 

Theft, 

Corporations  for  insurance  against, 

Titi.,  -, 

insurance  of  real  estate,  .... 

Questions  of,  may  be  incidentally  tried  by  viewers, 


Toll, 


Torts, 


On  bridges,  .  .  .  . 

Inclined  planes. 
Road  compani 

Of  corporations,  individual  liability  for, 


PAGE. 

10 

59 

106 
59 
59 
59 
60 
60 
10 
60 
60 

107 
60 
61 


12 


.  44-46 
.    39,  n. 

56 

0,53 

81,  q.  3 


Trading  Companies, 

See  Manttfacturing,  &»  .  Companies. 

Transfer  of  Propeb  n , 

Sec  Beat  Esta  i  e. 

Transfer  of  Stock, 

When  certificates  transferable,     . 

Passes  title  to  stock. 

When  corporation  liable  for  unauthorized, 

Purchaser  cannot  compel  by  mandamus, 

When  original  BubscriDer  released  by,     . 

Effect  of  nominal, 

Effect  on  right  to  vote  upon  increase  or  reduction  of  stock  or  debt, 

Trade, 

Corporation  for  promotion  of,      ..... 

Treasurer, 

Powers  and  duties  of,  ...... 

Duties  on  increase  of  stock  or  debt,         .... 

Name  and  address  must  appear  in  charter  of  second  class 

When  ten  per  cent,  of  capital  must  be  paid  to,   . 

Trustees, 

Fidelity  of,  may  be  insured,  .... 

See  Directors. 

-Tri .■-  rs, 

Real  estate  title  companies  may  execute. 


21,  22,  24 

21,  n.  4 

n.  1 
25,  n.  1 

22,  n.  1 
24,  n.  1 
.  33,34 


33 

14 
12,  n.  6,  14 

45 


4-"» 


Turnpike  Companies, 

Exemption  from  bonus,     . 
See  Koad  Companies. 


IXDKX. 


141 

PAGE. 

42 


Unincorporated  Associations, 

Can  only  recover  legal  interest,    . 

Usury, 

In  building  and  loan  associations, 


'],  n.  5 
71 


Vacancy, 

In  office,  how  filled, 

Value, 

Evidence  of,  in  proceedings  to  assess  damages, 

Vessels.     See  Ships. 

Viewers, 

To  assess  damages, 
Duties  of,    . 
Report, 


Vote, 


Cumulative, 

Each  share  entitled  to, 

Unless  in  arrear, 

To  increase  stock  or  debt, 

In  bridge  companies, 


20 
38,  n.  4 


.  38-40 

38 

38,  39,  n.  3 

22 
23 

24 
33 

58 


Wages, 

Liability  of  stockholders  for, 
Payment  regulated, 
Donation  of,  for  charity,  . 

Warehouse  Companies, 

See  Manufacturing  &c,  Companies. 

Water, 

Appropriation  of,  by  corporation, 
Corporations  for  storage  and  transportation  of, 

Water,  Gas,  Light  and  Heat  Companies,   . 
General  powers,     .... 
Power  to  mortgage, 
Exclusive  franchises, 

Penalty  for  supplying  impure  gas  or  water, 
Mortgages  by  gas  or  water  company, 
Condemnation  of  property  by  water  company, 
Penalty  for  illegal  use  of  water  or  gas,    . 

For  injuring  works, 
When  municipality  may  purchase  gas  or  water  works, 
Charges  for  gas  or  water,  how  regulated, 

Wharf  Company,  .... 

See  Ferry,  Wharf  and  Bridge  Company. 

Withdrawals, 

In  building  and  loan  associations, 

Wood  Companies.     See  Iron,  Steel,  Metal  and  Wood  Companies 


77,82 

77,78 

43 

10 


38,  n.  3 
10 

10 

61,62 

27,  n.  4 

62 

62 

63 
63 
64 
64 
64 

11 


68,69 


\ 


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